SEC Form DEFM14A filed by iCAD Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

iCAD, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​ 

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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 of RadNet (“Merger Sub”), entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), under which, upon the terms and subject to the conditions set forth therein, if the Merger is completed, Merger Sub will merge 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 (“iCAD Common Stock”) (excluding shares held by iCAD as treasury stock or owned by RadNet or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the effective time of the Merger), will be converted into the right to receive 0.0677 shares (the “Exchange Ratio”) of common stock of RadNet, par value $0.0001 per share (“RadNet Common Stock”), and, if applicable, cash in lieu of fractional shares without interest. This Exchange Ratio is fixed and will not be adjusted for changes in the market price of either iCAD Common Stock or RadNet Common Stock between the date of signing of the Merger Agreement and consummation of the Merger. Because the share price of RadNet Common Stock will fluctuate between the date of signing of the Merger Agreement and the completion of the Merger, and because the Exchange Ratio is fixed and will not be adjusted to reflect changes in the share price of RadNet Common Stock or iCAD Common Stock, the value of the shares of RadNet Common Stock to be received by iCAD stockholders in the Merger may differ from the implied value based on the share price on the date of signing of the Merger 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 represent approximately $3.61 in implied value for each share of iCAD Common Stock on a fully diluted basis. Based on the closing price of RadNet Common Stock on May 20, 2025, the last practicable date before the date of the proxy statement/prospectus accompanying this notice, the Exchange Ratio would represent approximately $4.07 in implied value for each share of iCAD Common Stock on a fully diluted basis. We urge you to obtain current share price quotations for RadNet Common Stock and iCAD Common Stock. The iCAD Common Stock is listed on The Nasdaq Capital Market under the symbol “ICAD.” The RadNet Common Stock is listed on The Nasdaq 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 a majority of all outstanding shares of iCAD Common Stock entitled to vote thereon. Because of this, iCAD is holding a virtual special 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 at the Special Meeting is contained in this proxy statement/prospectus. The iCAD board of directors (the “iCAD Board”) has fixed the close 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 reference carefully. You should also carefully consider the risks that are described in the section titled “Risk Factors” beginning on page 26 of this proxy statement/prospectus.

The iCAD Board has unanimously approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Merger, on the terms and subject to the conditions set forth therein, determined that the Merger Agreement and the consummation of the transactions contemplated thereby, (including the Merger), are advisable and fair to, and in the best interests of, iCAD and the stockholders of iCAD, resolved to recommend the adoption of the Merger Agreement to the stockholders of iCAD, on the terms and subject to the conditions set forth therein, and directed that the Merger Agreement be submitted to the stockholders of iCAD for adoption at a special meeting of such stockholders. The iCAD Board 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’s named executive officers that is based on or otherwise related to the Merger and “FOR” the proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Your vote is very important regardless of the number of shares of iCAD Common Stock that you own.

Whether or not you plan to attend the Special Meeting virtually, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the Special Meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically in person. iCAD believes that a virtual stockholder meeting provides greater access to those who may wish to attend the meeting while improving efficiency and reducing costs.

Thank you for your continued support of iCAD.

Very truly yours,

Dana Brown

Chief Executive Officer, President and Chairman

iCAD, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the Merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated May 21, 2025, and, together with the enclosed form of proxy card, is first being mailed to stockholders of iCAD on or about May 22, 2025.

ADDITIONAL INFORMATION

The accompanying document is the proxy statement of iCAD for the Special Meeting and the prospectus of RadNet for the shares of RadNet Common Stock to be issued to iCAD stockholders as consideration in the Merger. The accompanying proxy statement/prospectus incorporates by reference important business and financial information about iCAD and RadNet from documents that are not included in or delivered with the accompanying proxy statement/prospectus. You can obtain the documents incorporated by reference into the accompanying proxy statement/prospectus (other than certain exhibits or schedules to these documents), without charge, by requesting them in writing or by telephone from iCAD or RadNet at the following addresses and telephone numbers, or through the Securities and Exchange Commission’s website at www.sec.gov:

In addition, if you have any questions concerning the Merger Agreement or the Merger or the other transactions contemplated by the Merger Agreement, or the accompanying proxy statement/prospectus, or if you would like additional copies of this proxy statement/prospectus or documents incorporated by reference herein, or if you need help voting your shares of iCAD Common Stock, please contact iCAD’s proxy solicitor:

If you would like to request documents, please do so no later than five business days before the date of the Special Meeting (which date is July 7, 2025).

We are not incorporating the contents of the website of the Securities and Exchange Commission, iCAD, or RadNet or any other entity into the proxy statement/prospectus. We are providing information about how to obtain certain documents that are incorporated by reference into this proxy statement/prospectus for your convenience only.

See the section titled “Where You Can Find More Information” beginning on page 125 of the accompanying proxy statement/prospectus for further information.

iCAD, Inc.
2 Townsend West, Suite 6
Nashua, New Hampshire 03063

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 14, 2025

To our Stockholders: 

You are hereby notified that a virtual Special Meeting of Stockholders of iCAD, Inc., a Delaware corporation (“iCAD”), will be held virtually at www.cstproxy.com/icad/sm2025 at 9:00 a.m., Eastern Time (the “Special Meeting”), on July 14, 2025 for the following purposes:

iCAD will transact no other business at the Special Meeting except such business as may properly be brought before the Special Meeting or any adjournment or postponement thereof by or at the direction of the iCAD board of directors (the “iCAD Board”). Please refer to the proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the Special Meeting.

Only stockholders of record as of May 16, 2025 are entitled to notice of, and to vote at, the Special Meeting. The Special Meeting will be a virtual only meeting conducted exclusively via live webcast at www.cstproxy.com/icad/sm2025 starting at 9:00 a.m., Eastern Time (with log-in beginning at 8:45 a.m. Eastern Time), on July 14, 2025.

If your shares are registered in your name with Continental Stock Transfer & Trust Company (“Continental”), iCAD’s transfer agent, and you wish to attend the online-only virtual Special Meeting, go to www.cstproxy.com/icad/sm2025, enter the control number you received on your proxy card or notice of the Special Meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the Special Meeting you will need to log back into the Special Meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial stockholders who wish to attend the online-only virtual Special Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to [email protected]. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only virtual Special Meeting. After contacting Continental a beneficial holder will receive an e-mail prior to the Special Meeting with a link and instructions for entering the virtual Special Meeting. Beneficial stockholders should contact Continental at least five business days prior to the Special Meeting.

A list of stockholders of record will be available for inspection at iCAD’s principal executive offices located at 2 Townsend West, Suite 6, Nashua, New Hampshire 03063, during ordinary business hours during the 10-day period before the Special Meeting.

Stockholders attending the Special Meeting will be in a listen-only mode and will not be able to speak during the webcast. However, stockholders have multiple opportunities to submit questions to iCAD for the virtual Special Meeting. Stockholders who wish to submit a question in advance may do so at https://www.cstproxy.com/icad/sm2025. Stockholders may also submit questions online during the meeting at https://www.cstproxy.com/icad/sm2025. Given time constraints, some questions may not be addressed during the Special Meeting. Please give yourself sufficient time to log-in and ensure you can hear the streaming audio before the Special Meeting starts.

Completion of the Merger is conditioned on adoption of the Merger Agreement by iCAD stockholders, which requires the affirmative vote of the holders of a majority of all outstanding shares of iCAD Common Stock entitled to vote thereon. Completion of the Merger is not conditioned on approval of the Advisory Compensation Proposal nor the Adjournment Proposal.

The iCAD Board has unanimously approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Merger, on the terms and subject to the conditions set forth therein, determined that the Merger Agreement and the consummation of the transactions contemplated thereby, (including the Merger), are advisable and fair to, and in the best interests of, iCAD and the stockholders of iCAD, resolved to recommend the adoption of the Merger Agreement to the stockholders of iCAD, on the terms and subject to the conditions set forth therein, and directed that the Merger Agreement be submitted to the stockholders of iCAD for adoption at a special meeting of such stockholders. The iCAD Board unanimously recommends that iCAD stockholders vote “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Your vote is very important regardless of the number of shares of iCAD Common Stock that you own. If you plan to attend the Special Meeting virtually, please follow the instructions as outlined in this proxy statement/prospectus. Whether or not you expect to attend the Special Meeting virtually, we urge you to submit your vote in advance of the Special Meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the Special Meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of iCAD Common Stock may vote virtually at the Special Meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in the proxy statement/prospectus of which this notice is a part.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the Merger and the Merger Agreement and the other matters to be considered at the Special Meeting. We urge you to carefully read this proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. In particular, we urge you to carefully read the section titled “Risk Factors” beginning on page 26 in this proxy statement/prospectus.

If you have any questions concerning the Merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of iCAD Common Stock, please contact iCAD’s proxy solicitor:

By order of the Board of Directors,

Dana Brown

Chief Executive Officer, President and Chairman

iCAD, Inc.

Nashua, New Hampshire

May 21, 2025

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by RadNet, constitutes a prospectus of RadNet under the Securities Act with respect to RadNet Common Stock to be issued to iCAD stockholders in connection with the Merger. This proxy statement/prospectus also constitutes a proxy statement of iCAD under the Exchange Act. This proxy statement/prospectus also constitutes a notice of meeting with respect to the Special Meeting. As permitted by SEC rules, this proxy statement/prospectus does not contain all of the information included in the registration statement. The complete registration statement, including any amendments, schedules and exhibits, is available at the SEC’s website, www.sec.gov, free of charge.

Information contained or incorporated by reference in this proxy statement/prospectus regarding RadNet or Merger Sub has been provided by RadNet and information contained or incorporated by reference in this proxy statement/prospectus regarding iCAD has been provided by iCAD. RadNet and iCAD have both contributed to the information related to the Merger contained in this proxy statement/prospectus.

You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus. RadNet and iCAD have not authorized anyone to provide you with information that is different from that contained or incorporated by reference in this proxy statement/prospectus. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than the date of this proxy statement/prospectus unless otherwise specifically provided herein. You should also assume that the information incorporated by reference in this proxy statement/prospectus is accurate only as of the date of the incorporated document unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to iCAD stockholders nor the issuance by RadNet of RadNet Common Stock in connection with the Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or the context otherwise requires, when used in this proxy statement/prospectus:

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following are some questions that you, as a stockholder of iCAD, may have regarding the Merger and other matters being considered at the Special Meeting, and brief answers to those questions. To better understand these matters, and for a description of the legal terms governing the Merger, iCAD urges you to carefully read the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger and the other matters being considered at the Special Meeting. Additional important information is also contained in the annexes to this proxy statement/prospectus and the documents incorporated by reference in this proxy statement/prospectus. See the section titled “Where You Can Find More Information” beginning on page 125 of this proxy statement/prospectus.

iCAD will hold the Special Meeting to obtain the iCAD Stockholder Approval and approvals with respect to certain other related matters. This proxy statement/prospectus, which you should read carefully, contains important information about the Merger and other matters being considered at the Special Meeting.

This document is being delivered to you as both a proxy statement of iCAD and a prospectus of RadNet in connection with the Merger. It is the proxy statement by which the iCAD Board is soliciting proxies from iCAD stockholders to vote at the Special Meeting, or at any adjournment or postponement of the Special Meeting, on the approval of each of the (i) Merger Agreement Proposal, (ii) Advisory Compensation Proposal and (iii) Adjournment Proposal, each as described more fully herein. In addition, this document is the prospectus by which RadNet will issue shares of RadNet Common Stock to iCAD stockholders in the Merger in accordance with the Merger Agreement.

Your vote is important regardless of the amount of shares of iCAD Common Stock that you own. We encourage you to vote as soon as possible.

If you complete and submit your proxy in one of the manners described below, but do not specify how to vote, the proxy holders will vote your shares “FOR” each of the proposals described below.

This Exchange Ratio is fixed and will not be adjusted for changes in the market price of either iCAD Common Stock or RadNet Common Stock between the date of signing of the Merger Agreement and the Effective Time. As a result, the value of the shares of RadNet Common Stock to be received by iCAD stockholders in the Merger may differ from the implied value based on the share price on the date of signing of the Merger 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 represent approximately $3.61 in implied value for each share of iCAD Common Stock on a fully diluted basis. Based on the closing price of RadNet Common Stock on May 20, 2025, the last practicable date before the date of the proxy statement/prospectus accompanying this notice, the Exchange Ratio would represent approximately $4.07 in implied value for each share of iCAD Common Stock on a fully diluted basis. The market price of RadNet Common Stock when iCAD stockholders receive those shares after the Merger is completed could be greater than, less than or the same as the market price of shares of RadNet Common Stock on such date, the date of this proxy statement/prospectus or at the time of the Special Meeting.

Because the Exchange Ratio is fixed, the relative ownership interests of RadNet stockholders and former iCAD stockholders immediately following the Merger will depend on the number of shares of RadNet Common Stock and iCAD Common Stock issued and outstanding immediately prior to the Merger.

Approval of the Advisory Compensation Proposal requires the affirmative vote of a majority of votes present or represented by proxy at the Special Meeting and entitled to vote on such proposal. Any abstention by a holder of iCAD Common Stock or the failure of any holder of iCAD Common Stock to submit a vote will have the same effect as voting “AGAINST” the Advisory Compensation Proposal. Broker non-votes will have no effect on the outcome of the Advisory Compensation Proposal. Because the Advisory Compensation Proposal is non-binding, if the Merger Agreement is adopted by iCAD stockholders and the Merger is completed, the compensation that is the subject of the Advisory Compensation Proposal, including amounts iCAD is contractually obligated to pay, would still be paid regardless of the outcome of the non-binding advisory vote.

 Approval of the Adjournment Proposal requires the affirmative vote of a majority of votes present or represented by proxy at the Special Meeting and entitled to vote on such proposal. Any abstention by a holder of iCAD Common Stock or the failure of any holder of iCAD Common Stock to submit a vote will have the same effect as voting “AGAINST” the Advisory Compensation Proposal. Broker non-votes will have no effect on the outcome of the Adjournment Proposal.

See the section titled “The iCAD Special Meeting—Vote Required” beginning on page 39 of this proxy statement/prospectus.

Accordingly, the iCAD Board unanimously recommends that holders of iCAD Common Stock vote “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

See the section titled “The Merger—Voting and Support Agreements” beginning on page 45 of this proxy statement/prospectus.

If you are a beneficial holder of iCAD Common Stock, you must obtain a legal proxy by contacting your account representative at the bank, broker, or other nominee that holds your shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to [email protected]. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only virtual Special Meeting. After contacting Continental, you will receive an e-mail prior to the Special Meeting with a link and instructions for entering the virtual Special Meeting. You should contact Continental at least five business days prior to the Special Meeting.

Whether you plan to attend the Special Meeting or not, we encourage you to vote by proxy as soon as possible.

You should instruct your broker, bank or other nominee how to vote your shares. Under the rules applicable to broker-dealers, your broker, bank or other nominee has discretionary authority to vote on proposals that are considered routine but does not have discretionary authority to vote your shares on proposals that are considered non-routine, and each of the proposals to be voted on at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares at the Special Meeting without receiving instructions from you, and, hence, we do not expect any broker non-votes at the Special Meeting. Therefore, it is important that you cast your vote or instruct your broker, bank or other nominee on how you wish to vote your shares of iCAD Common Stock. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares.

Therefore, if you are an iCAD stockholder whose shares of iCAD Common Stock are held in street name and you do not instruct your broker, bank or other nominee on how to vote your shares:

A quorum at the Special Meeting requires the presence of the holders of a majority of the total issued and outstanding shares of iCAD Common Stock entitled to vote, present virtually or represented by proxy, at the Special Meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. Since all of the proposals currently expected to be voted on at the Special Meeting are considered non-routine and non-discretionary matters, shares held in “street name” through a broker, bank or other nominee are not expected to be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on any such proposal.

Additional information on voting procedures can be found under the section titled “The iCAD Special Meeting” beginning on page 36 of this proxy statement/prospectus.

 If an iCAD stockholder holds shares through a bank, broker or other nominee, such stockholder may change or revoke his, her or its voting instructions before the Special Meeting by providing instructions again through the means specified on his, her or its voting instruction form (with most having the option to do so by internet, telephone or mail), which must be received before 11:59 p.m., Eastern Time, on July 13, 2025. Alternatively, an iCAD stockholder may also revoke their proxy by attending the Special Meeting virtually, using his, her or its unique control number and voting his, her or its shares online during the Special Meeting.

Additional information can be found under the section titled “The iCAD Special Meeting” beginning on page 36 of this proxy statement/prospectus.

The iCAD Board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated thereby, in approving the Merger and in recommending the adoption of the Merger Agreement, the approval of the Advisory Compensation Proposal and the approval of the Adjournment Proposal.

For more information and quantification of these interests, see the section titled “Interests of iCAD’s Directors and Executive Officers in the Merger” beginning on page 18 of this proxy statement/prospectus.

iCAD, Inc.

2 Townsend West, Suite 6
Nashua, New Hampshire 03063
Attention: Investor Relations
(603) 882-5200

or

Campaign Management
15 West 38th Street, Suite #747,
New York, New York 10018
North American Toll-Free Phone: 1-844-394-4517
Email: [email protected]
Call Collect Outside North America: +1 (212) 632-8422

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

The following table sets forth the closing price per share of RadNet Common Stock and per share of iCAD Common Stock as reported on The Nasdaq Global Market and The Nasdaq Capital Market, respectively, on April 14, 2025, the trading day prior to the date the Merger Agreement was publicly announced, and on May 20, 2025, the most recent practicable trading day prior to the date of this proxy statement/prospectus for which this information was available. The table also shows the implied value of the consideration for each share of iCAD Common Stock as of the same dates. These implied values were calculated by multiplying the closing price of a share of RadNet Common Stock on the relevant date by the assumed Exchange Ratio.

The market prices of shares of RadNet Common Stock and iCAD Common Stock have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the Special Meeting and the date the Merger is completed. No assurance can be given concerning the market prices of shares of RadNet Common Stock and shares of iCAD Common Stock before completion of the Merger or shares of RadNet Common Stock after completion of the Merger. The Exchange Ratio is fixed, and therefore the value of the Merger Consideration when received by iCAD stockholders after the Merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, iCAD stockholders are advised to obtain current market quotations for shares of RadNet Common Stock and shares of iCAD Common Stock in deciding whether to vote for adoption of the Merger Agreement.

Dividends

RadNet has never declared or paid cash dividends on its capital stock and does not expect to pay any dividends in the foreseeable future. RadNet currently intends to retain future earnings, if any, to finance the growth and development of its business. RadNet’s current credit facilities place restrictions on our ability to issue dividends. Payment of future dividends, if any, will be at the discretion of the RadNet Board and will depend on RadNet’s financial condition, results of operations, capital requirements and such other factors as the RadNet Board deems relevant.

iCAD has not paid any cash dividends on its common stock to date, and does not expect to pay cash dividends in the foreseeable future. Future dividend policy will depend on iCAD’s earnings, capital requirements, financial condition, and other factors considered relevant by the iCAD Board. The terms of the Merger Agreement limit iCAD’s ability to declare or pay additional dividends. For more information, see the section titled “The Merger Agreement—Conduct of Business Pending the Merger” beginning on page 86 of this proxy statement/prospectus.

After completion of the Merger, any former iCAD stockholder who holds RadNet Common Stock into which shares of iCAD Common Stock have been converted in connection with the Merger will receive whatever dividends are declared and paid on RadNet Common Stock , if any. However, no dividend or other distribution having a record date after completion of the Merger will actually be paid with respect to any shares of RadNet Common Stock into which shares of iCAD Common Stock have been converted in connection with the Merger until the iCAD Certificates have been surrendered (or the iCAD Book-Entry Shares have been transferred), at which time any accrued dividends and other distributions on those shares of RadNet Common Stock with a payment date prior to such date will be paid without interest. Any future dividends by RadNet will be made at the discretion of the RadNet Board. Subject to the limitations set forth in the Merger Agreement, any future dividends by iCAD will be made at the discretion of the iCAD Board. There can be no assurance that any future dividends will be declared or paid by RadNet or iCAD or as to the amount or timing of those dividends, if any.

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements” of this proxy statement/prospectus, the following risk factors should be considered carefully in determining whether to vote for the adoption of the Merger Agreement. You should also read and consider the risk factors associated with each of the businesses of RadNet and iCAD because these risk factors may affect the operations and financial results of RadNet following the Merger. These risk factors may be found under Part I, Item 1A, “Risk Factors” in each of RadNet’s and iCAD’s Annual Reports on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025 and March 31, 2025, respectively, and in RadNet’s and iCAD’s subsequent filings with the SEC, in each case, which are incorporated by reference into this proxy statement/prospectus. For information on where you can obtain copies of this information, see the section titled “Where You Can Find More Information” of this proxy statement/prospectus.

Risks Relating to the Merger

The Exchange Ratio is fixed and will not be adjusted in the event of any change in either RadNet’s or iCAD’s stock price. Therefore, iCAD stockholders cannot be sure of the value of the Merger Consideration they will receive.

If the Merger is completed, each share of iCAD Common Stock outstanding immediately prior to the Merger (except for the Excluded Shares) will automatically be converted into the right to receive 0.0677 shares of RadNet Common Stock, with any cash proceeds from the sale of fractional shares. This Exchange Ratio was fixed in the Merger Agreement and will not be adjusted for changes in the market price of either RadNet Common Stock or iCAD Common Stock. Any change in the market price of RadNet Common Stock prior to completion of the Merger could affect the value of the consideration that iCAD stockholders will receive upon completion of the Merger.

It is impossible to accurately predict the market price of RadNet Common Stock at the completion of the Merger and, therefore, impossible to accurately predict the market value of the shares of RadNet Common Stock that iCAD stockholders will receive in the Merger. The market price for RadNet Common Stock has fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the Special Meeting and the date the Merger is completed and thereafter. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in RadNet’s and iCAD’s respective businesses, operations and prospects, market assessments of the likelihood that the Merger will be completed, the timing of the Merger and regulatory considerations, the public’s response to press releases or other public announcements by RadNet, iCAD or third parties, announcements relating to litigation and investor perceptions of the investment opportunity associated with shares of RadNet Common Stock and shares of iCAD Common Stock relative to other investment alternatives. Many of these factors are beyond RadNet’s and iCAD’s control and neither iCAD nor RadNet are permitted to terminate the Merger Agreement solely due to a decline in the market price. As a result, the market value represented by the Exchange Ratio will also vary. Accordingly, at the time of the Special Meeting, iCAD stockholders will not know or be able to determine the market value of the Merger Consideration they would be entitled to receive upon completion of the Merger. You are urged to obtain current market quotations for each of the RadNet Common Stock and the iCAD Common Stock traded on The Nasdaq Global Market and The Nasdaq Capital Market, respectively (trading symbols “RDNT” and “ICAD”, respectively).

The market price of RadNet Common Stock after the Merger may be affected by factors different from those affecting the market price of iCAD Common Stock.

Upon completion of the Merger, holders of shares of iCAD Common Stock will become holders of shares of RadNet Common Stock. The businesses of RadNet differ from those of iCAD in important respects, and, accordingly, the results of operations of RadNet after the Merger, as well as the market price of RadNet Common Stock , may be affected by factors different from those currently affecting the results of operations of iCAD. For further information on the respective businesses of RadNet and iCAD and certain factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to in the section titled “Where You Can Find More Information” of this proxy statement/prospectus.

In addition, the market price of the RadNet Common Stock may decline as a result of the Merger if, among other things, RadNet is unable to achieve the expected benefits and synergies of the Merger, if the Merger is not completed within the anticipated timeframe, or if the transaction costs related to the Merger are greater than expected. The market price of RadNet Common Stock also may decline if RadNet does not achieve the perceived benefits and expected synergies of the Merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Merger on RadNet’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

Additionally, the market price of RadNet Common Stock may fluctuate significantly following completion of the Merger. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, RadNet Common Stock, regardless of RadNet’s actual operating performance.

After completion of the Merger, RadNet may fail to realize the anticipated benefits of the Merger.

If RadNet is not able to successfully combine the businesses of RadNet and iCAD within the anticipated time frame, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected. In addition, RadNet may not perform as expected and the value of RadNet Common Stock (including the Merger Consideration to be received by holders of iCAD Common Stock) may be adversely affected.

RadNet and iCAD have operated and, until completion of the Merger, will continue to operate, independently, and there can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key iCAD employees and expertise, the loss of clients, the disruption of either company’s or both companies’ ongoing businesses or in unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating iCAD in order to realize the anticipated benefits of the Merger so that RadNet performs as expected:

In addition, at times, the attention of certain members of either company’s or both companies’ business or management and resources may be focused on completion of the Merger and the integration of the businesses of the two companies following the completion of the Merger and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of RadNet following the Merger.

iCAD may have difficulty attracting motivating and retaining employees in light of the Merger.

Uncertainty about the effect of the Merger on iCAD employees may impair iCAD’s ability to attract, retain and motivate personnel prior to and following the Merger. Employee retention may be particularly challenging during the pendency of the Merger, as employees of iCAD may experience uncertainty about their future roles. In addition, pursuant to certain change-in-control provisions set forth in employment-related agreements with iCAD, each executive officer and certain other key employees of iCAD are eligible to receive cash severance and continued health benefits and, under certain agreements, accelerated vesting of all unvested Eligible iCAD Options and any other equity awards assumed by RadNet in the Merger, in each case, in the event the employee resigns for “good reason” (as such term is defined in the applicable agreement) within a certain period of time following the Merger. In general, such employees potentially could resign for “good reason” as a result of certain changes to their job titles and/or a material diminution in their position, authority, duties and/or responsibilities following the Merger if iCAD does not remedy the “good reason” condition pursuant to a process set forth in their agreements. See the section titled “Interests of iCAD’s Directors and Executive Officers in the Merger” for a further discussion of the interests of iCAD’s executive officers in the Merger. If employees of iCAD depart, the integration of iCAD may be more difficult and RadNet’s business following the Merger may be harmed. Furthermore, RadNet may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the businesses of RadNet or iCAD, and RadNet’s ability to realize the anticipated benefits of the Merger may be adversely affected. In addition, there could otherwise be disruptions to or distractions for the workforce and management associated with integrating employees into RadNet.

Completion of the Merger is subject to certain conditions and if these conditions are not satisfied, waived or fulfilled in a timely manner, the Merger may be delayed or not completed.

The obligation of each of RadNet, iCAD and Merger Sub to complete the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of a number of conditions, as set forth in the section titled “The Merger Agreement—Conditions to Completion of the Merger” of this proxy statement/prospectus.

Many of the conditions to completion of the Merger are not within either iCAD’s or RadNet’s control, and neither company can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the Outside Date, it is possible that the Merger Agreement may be terminated. Although iCAD and RadNet have agreed in the Merger Agreement to cooperate with each other and use (and to cause their respective subsidiaries to use) their respective reasonable best efforts to consummate the transactions contemplated by the Merger Agreement and cause the conditions to the Merger to be satisfied as promptly as reasonably practicable, these and other conditions to the completion of the Merger may fail to be satisfied. In addition, satisfying the conditions to and completion of the Merger may take longer, and could cost more, than iCAD and RadNet expect.

Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the Merger for a significant period of time or prevent the Merger from occurring. Any delay in completing the Merger may adversely affect the cost savings and other benefits that iCAD and RadNet expect to achieve if the Merger and the integration of the companies’ respective businesses are not completed within the expected time frame.

There can be no assurance that the conditions to the Closing of the Merger will be satisfied, waived or fulfilled in a timely fashion or that the Merger will be completed. See “—Failure to complete the Merger could negatively impact the stock price and the future business and financial results of iCAD.”

If the Merger were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, iCAD stockholders may be required to pay substantial U.S. federal income taxes.

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and iCAD and RadNet intend to report the Merger consistent with such qualification. iCAD has received a tax opinion from Dentons to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The tax opinion from Dentons is based on customary assumptions and representations, covenants and undertakings of iCAD, RadNet and Merger Sub. If any of the assumptions, representations, covenants or undertakings is incorrect, incomplete, inaccurate, or otherwise is violated, the validity of the tax opinion from Dentons may be affected and the U.S. federal income tax consequences of the Merger could differ materially from those described in this proxy statement/prospectus. The receipt of a tax opinion from counsel is not a condition to either party’s obligation to complete the Merger. iCAD and RadNet have not sought, and do not intend to seek, any ruling from the IRS regarding the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code. As a result, there can be no assurance that the IRS will agree with the tax opinion from Dentons or would not assert, or that a court would not sustain, a position contrary to the treatment of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code. If the Merger were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder (as defined in the section titled “Material U.S. Federal Income Tax Consequences of the Merger” of this proxy statement/prospectus) of iCAD Common Stock generally would recognize gain or loss for U.S. federal income tax purposes upon the exchange of iCAD Common Stock for RadNet Common Stock in the Merger.

See the section titled “Material U.S. Federal Income Tax Consequences of the Merger” of this proxy statement/prospectus for a more complete description of the material U.S. federal income tax consequences of the Merger. Please consult your tax advisors as to the specific tax consequences to you of the Merger, including the consequences if the Merger were to fail to qualify as a “reorganization.”

The financial forecasts are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the section titled “The Merger—Certain iCAD Unaudited Prospective Financial Information” were based on assumptions of, and information available to, iCAD’s management, when prepared, and these estimates and assumptions are subject to uncertainties, many of which are beyond iCAD’s control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under the section titled “Cautionary Note Regarding Forward-Looking Statements,” will be important in determining RadNet’s future results. As a result of these contingencies, actual future results may vary materially from iCAD’s estimates. Although, in the view of iCAD’s management, the financial estimates set forth in the forecasts included under the section titled “The Merger—Certain iCAD Unaudited Prospective Financial Information” were prepared on a reasonable basis and reflected the best estimates and judgments available to iCAD’s management, in view of these uncertainties, the inclusion of financial estimates in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

iCAD’s financial estimates were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and iCAD does not undertake any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The opinion of iCAD’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Merger.

iCAD has received an opinion from its financial advisor in connection with the signing of the Merger Agreement as to the fairness of the Exchange Ratio from a financial point of view, to the holders of iCAD Common Stock who will receive RadNet Common Stock in the Merger, as more fully described in the section titled “The Merger—Opinion of iCAD’s Financial Advisor”, but has not obtained any updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of RadNet or iCAD, general market and economic conditions and other factors that may be beyond the control of RadNet or iCAD, and on which iCAD’s financial advisor’s opinion was based, may significantly alter the value of RadNet or iCAD or the prices of the shares of RadNet Common Stock or iCAD Common Stock by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. The iCAD Board’s recommendation that iCAD stockholders vote “FOR” approval of the Merger Agreement Proposal, “FOR” approval of the Advisory Compensation Proposal and “FOR” approval of the Adjournment Proposal, is made as of the date of this proxy statement/prospectus.

 For a description of the opinion that iCAD received from its financial advisor, see the section titled “The Merger—Opinion of iCAD’s Financial Advisor” of this proxy statement/prospectus. A copy of the opinion of Piper Sandler is attached as Annex B to this proxy statement/prospectus. 

RadNet’s and iCAD’s business relationships may be subject to disruption due to uncertainty associated with the Merger.

Parties with which RadNet or iCAD does business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with RadNet or iCAD. RadNet’s and iCAD’s business relationships may be subject to disruption as parties with which RadNet or iCAD does business may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than RadNet or iCAD. These disruptions could have an adverse effect on the businesses, financial condition, results of operations or prospects of RadNet, including an adverse effect on RadNet’s ability to realize the anticipated benefits of the Merger. The risk, and adverse effect, of such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

iCAD or RadNet may waive one or more of the closing conditions without re-soliciting stockholder approval.

iCAD or RadNet may determine to waive, in whole or part, one or more of the conditions to Closing prior to being obligated to consummate the Merger. Any determination whether to waive any conditions to Closing, or to re-solicit stockholder approval or to amend or supplement this proxy statement/prospectus as a result of such a waiver, will be made by iCAD or RadNet, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

Completion of the Merger may trigger change in control or other provisions in certain agreements to which iCAD is a party.

iCAD is a party to certain commercial agreements that give the counterparty certain rights following a “change in control,” including in some cases the right to terminate such agreements. Under some such agreements, the Merger may constitute a change in control and therefore the counterparty may exercise certain rights under the agreement upon the Closing of the Merger. Any such counterparty may request modifications of its respective agreements as a condition to granting a waiver or consent under its agreement. There is no assurance that such counterparties will not exercise their rights under the agreements, including termination rights where available and/or requiring payment of substantial financial penalties. Under the terms of the Merger Agreement, iCAD has agreed to use commercially reasonable efforts to obtain all third-party consents or approvals, and provide all notices to third-parties, in each case to the extent reasonably requested by RadNet in writing and required in connection with the Merger.

iCAD’s directors and executive officers have interests in the Merger that may be different from, or in addition to, your interests as a stockholder of iCAD or as a stockholder of RadNet.

In considering the recommendation of the iCAD Board to vote for the adoption of the Merger Agreement, iCAD stockholders should be aware that the directors and executive officers of iCAD have interests in the Merger that may be different from, or in addition to, the interests of iCAD stockholders generally. In connection with the Merger, shares of iCAD Common Stock owned by the directors and executive officers of iCAD will be converted into the right to receive a number of shares of RadNet Common Stock, and RadNet will assume Eligible iCAD Options held by each of the directors and executive officers of iCAD at the time of the Merger. In addition, all unvested outstanding Eligible iCAD Options held by each member of the iCAD Board immediately prior to the Effective Time will accelerate and automatically vest and become exercisable as of immediately prior to the Effective Time, iCAD non-employee directors may receive the unpaid portion of their full annual cash retainer under iCAD’s non-employee director compensation program for the service year in which the closing of the Merger occurs, regardless of the time during such service year that such closing actually occurs, and certain cash bonuses will become payable to iCAD’s Chief Executive Officer and Chief Financial Officer upon closing of the Merger. Moreover, pursuant to certain change-in-control provisions set forth in an employment-related agreement with iCAD, each executive officer of iCAD is eligible to receive cash severance, continued health benefits and accelerated vesting of all unvested stock options and any other equity awards assumed by RadNet in the Merger in the event such executive officer’s employment is terminated without “cause” by iCAD or the executive officer resigns for “good reason” (as such terms are defined in the applicable agreement), as applicable, within a certain period of time following the Merger. The Merger Agreement also generally provides that, no later than 10 business days prior to the Effective Time, the iCAD Board may approve an amendment to the exercise provisions applicable to certain iCAD Options, including certain iCAD Options held by the directors and executive officers of iCAD, such that, effective as of immediately prior to the Effective Time, the portion of all such iCAD Options that is vested and exercisable will be exercisable for a period of the greater of (a) one year following the Closing Date and (b) the exercise period set forth in the applicable award agreement (after giving effect to any applicable acceleration provisions), subject to certain limitations and exceptions (the “iCAD Option Extension Amendments”). On May 16, 2025, the iCAD Board approved the iCAD Option Extension Amendments relating to an aggregate of 1,828,124 iCAD Options that each have an exercise price per share of iCAD Common Stock that is less than $7.20, which included an aggregate of 1,478,124 iCAD Options held by iCAD directors and executive officers. The iCAD Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and approving the Merger, and in making its recommendation that iCAD stockholders vote to adopt the Merger Agreement.

For more information, see the sections titled “Interests of iCAD’s Directors and Executive Officers in the Merger” and “Certain Beneficial Owners of iCAD Common Stock” of this proxy statement/prospectus.

The Merger Agreement limits iCAD’s ability to pursue alternatives to the Merger and may discourage other companies from trying to acquire iCAD for greater consideration than what RadNet has agreed to pay pursuant to the Merger Agreement.

The Merger Agreement contains provisions that make it more difficult for iCAD to be acquired by, or enter into certain alternative transactions with, a third party. The Merger Agreement contains certain provisions that restrict iCAD’s ability to, among other things, solicit, directly or indirectly, solicit, initiate or knowingly encourage, or take any other action to knowingly facilitate, any inquiries relating to, the submission of, or the making of, any proposal the consummation of which would constitute an Alternative Transaction, or cooperate in any way with any person, with respect to any Alternative Transaction or amend or grant any waiver of any standstill or similar agreement. In addition, following receipt by iCAD of any Alternative Transaction proposal that constitutes a Superior Offer, RadNet will have an opportunity to offer to modify the terms of the Merger Agreement before the iCAD Board may effect an iCAD Recommendation Change, as described further under the section titled “The Merger Agreement—Obligation to Recommend Approval of the Merger Agreement Proposal” of this proxy statement/prospectus. These provisions could discourage a potential third-party acquiror, strategic transaction partner or business combination partner that might have an interest in acquiring or combining with all or a significant portion of iCAD or pursuing an Alternative Transaction from considering or proposing such a transaction.

If the Merger Agreement is terminated and either RadNet or iCAD determines to seek another business combination transaction, RadNet or iCAD may not be able to successfully negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger.

Failure to complete the Merger could negatively impact the stock price and the future business and financial results of iCAD.

If the Merger is not completed for any reason, including as a result of iCAD stockholders failing to adopt the Merger Agreement or any other condition not being satisfied or waived, the ongoing businesses of iCAD may be adversely affected, and, without realizing any of the benefits of having completed the Merger iCAD would be subject to a number of risks, including the following:

There can be no assurance that the risks described above will not materialize. If the Merger is not completed, these risks may materialize and may materially and adversely affect iCAD’s businesses, financial condition, financial results, ratings, stock prices and/or bond prices. 

 The shares of RadNet Common Stock to be received by iCAD stockholders upon completion of the Merger will have different rights from shares of iCAD Common Stock.

Upon completion of the Merger, iCAD stockholders will no longer be stockholders of iCAD, but will instead become stockholders of RadNet, and their rights as stockholders will be governed by the RadNet Certificate of Incorporation and the RadNet Bylaws. The terms of the RadNet Certificate of Incorporation and the RadNet Bylaws may be materially different than the terms of the iCAD Certificate of Incorporation and the iCAD Bylaws, which currently govern the rights of iCAD stockholders. See the section titled “Comparison of Stockholder Rights” of this proxy statement/prospectus for a discussion of the different rights associated with RadNet Common Stock .

After the Merger, iCAD stockholders, as a group, will have a significantly lower ownership and voting interest in RadNet than they currently have in iCAD and will exercise less influence over management.

Under the terms of the agreement, iCAD stockholders will receive 0.0677 shares of RadNet Common Stock for each share of iCAD Common Stock they hold at the Effective Time. Based on (i) the Exchange Ratio of 0.0677 and (ii) the number of shares of iCAD Common Stock and Eligible iCAD Options outstanding as of the iCAD Record Date, RadNet estimates that it will issue approximately 2,024,584 shares of RadNet Common Stock pursuant to the Merger Agreement, provided that if additional iCAD equity awards are granted to certain iCAD employees as permitted under the Merger Agreement, RadNet may be required to reserve additional shares of RadNet Common Stock for issuance (see the section titled “The Merger Agreement—Treatment of iCAD Options” of this proxy statement/prospectus). RadNet has a significantly larger market capitalization than iCAD. Based upon the foregoing and the estimated number of shares of iCAD Common Stock that are expected to be outstanding immediately prior to the consummation of the Merger, RadNet and iCAD estimate that, as of immediately following completion of the Merger, holders of RadNet Common Stock as of immediately prior to the Merger will hold approximately 97.4%, and holders of iCAD Common Stock as of immediately prior to the Merger will hold approximately 2.6%, of the outstanding shares of RadNet Common Stock on a fully diluted basis. Consequently, former iCAD stockholders, as a group, will have materially less influence over the management and policies of RadNet than they currently have over the management and policies of iCAD.

iCAD stockholders are not entitled to appraisal rights in connection with the Merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under Delaware law, holders of shares of iCAD Common Stock will not have rights to an appraisal of the fair value of their shares in connection with the Merger. See the section titled “The Merger—No Dissenters’ or Appraisal Rights” of this proxy statement/prospectus.

Potential litigation against RadNet and iCAD could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such lawsuits are unsuccessful, defending against them can result in substantial costs.

Stockholders of iCAD may file lawsuits against RadNet, iCAD and/or the directors and officers of either company in connection with the Merger. These lawsuits could prevent or delay the completion of the Merger and result in significant costs to iCAD and/or RadNet, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

RadNet and iCAD will incur significant transaction and Merger-related costs in connection with the Merger.

RadNet and iCAD expect to incur a number of non-recurring costs associated with the Merger and combining the operations of the two companies. The significant, non-recurring costs associated with the Merger include, among others, fees and expenses of financial, legal, accounting and other advisors and representatives, certain employment-related costs relating to employees of iCAD (which are described in the section titled “Interests of iCAD’s Directors and Executive Officers in the Merger”) and filing fees and printing and mailing costs for this proxy statement/prospectus. Some of these costs have already been incurred or may be incurred regardless of whether the Merger is completed, including a portion of the fees and expenses of financial advisors and other advisors and representatives and filing fees for this proxy statement/prospectus. RadNet also will incur transaction fees and costs related to formulating and implementing integration plans with respect to the two companies, including facilities and systems consolidation costs. RadNet continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Merger and the integration of the two companies’ businesses.

iCAD may not have discovered certain liabilities or other matters related to RadNet and RadNet may not have discovered certain liabilities or other matters related to iCAD, which may adversely affect the future financial performance of RadNet following the Merger.

In the course of the due diligence review that each of RadNet and iCAD conducted prior to the execution of the Merger Agreement, RadNet and iCAD may not have discovered, or may have been unable to properly quantify, certain liabilities of the other party or other factors that may have an adverse effect on the business, results of operations, financial condition and cash flows of RadNet following the Merger or on the market price of RadNet Common Stock issued pursuant to the Merger Agreement after the consummation of the Merger, and neither RadNet stockholders nor iCAD stockholders will be indemnified or otherwise compensated for any of these liabilities or other adverse effects resulting from other factors.

Former iCAD stockholders may be required to surrender necessary documents, duly executed and on a timely basis, to the exchange agent in order to receive their shares of RadNet Common Stock or their cash in lieu of fractional shares, if any, and if such iCAD stockholders fail to surrender all necessary documents, duly executed and on a timely basis, to the exchange agent, such former iCAD stockholders may experience a delay in receiving RadNet Common Stock or their cash in lieu of fractional shares, if any.

Former iCAD stockholders that hold their iCAD Common Stock as iCAD Certificates, or as iCAD Book-Entry Shares but not through The Depository Trust Company, are required to surrender necessary documents, duly executed and on a timely basis, to the exchange agent in order to receive their RadNet Common Stock, or their cash in lieu of fractional shares, if any. Former iCAD stockholders who are required to surrender all necessary documents, duly executed and on a timely basis, to the exchange agent and who fail to do so may experience a delay prior to receiving their RadNet Common Stock, or their cash in lieu of fractional shares, if any. Until the distribution of RadNet Common Stock to the individual stockholder has been completed, the relevant holder of RadNet Common Stock will not be able to sell its RadNet Common Stock. Consequently, in case the market price for RadNet Common Stock should decrease during that period, the relevant stockholder would not be able to stop any losses by selling RadNet Common Stock. Similarly, the relevant former iCAD stockholder who is entitled to receive cash in lieu of fractional shares will not be able to invest the cash until the distribution to the relevant stockholder has been completed, and they will not receive any interest payments for this time period.

Risks Relating to RadNet and iCAD

RadNet and iCAD are, and following completion of the Merger RadNet will continue to be, subject to the risks described in (i) Part I, Item 1A, “Risk Factors” in RadNet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 3, 2025, as amended by Amendment No. 1 on Form 10-K/A, filed with the SEC on April 28, 2025, (ii) Part I, Item 1A, “Risk Factors” in iCAD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025, as amended by Amendment No. 1 on Form 10-K/A, filed with the SEC on April 30, 2025, and (iii) RadNet’s and iCAD’s subsequent filings with the SEC, in each case, which are incorporated by reference into this proxy statement/prospectus. See the section titled “Where You Can Find More Information” of this proxy statement/prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This registration statement on Form S-4 of which this proxy statement/prospectus forms a part contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,” “project,” “seek, “should,” “target,” “will” or “would,” the negative of these words, and similar references to future periods. Examples of forward-looking statements include statements regarding the anticipated benefits of the proposed transaction, the impact of the proposed transaction on RadNet’s and iCAD’s business and future financial and operating results and prospects, the amount and timing of synergies from the proposed transaction and the closing date for the proposed transaction are based on the current estimates, assumptions and projections of RadNet and iCAD, and are qualified by the inherent risks and uncertainties surrounding future expectations generally, all of which are subject to change. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond RadNet’s and iCAD’s control. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations and assumptions regarding the future of RadNet’s and iCAD’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of RadNet’s and iCAD’s control. RadNet’s and iCAD’s actual results and financial condition following the proposed transaction may differ materially from those indicated in the forward-looking statements as a result of various factors. None of RadNet, iCAD or any of their respective directors, executive officers, or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of RadNet or iCAD. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on RadNet’s and iCAD’s businesses, the proposed transaction and the ability to successfully complete the proposed transaction and realize its expected benefits. Risks and uncertainties that could cause results to differ from expectations include, but are not limited to: (1) the termination of or occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or the inability to complete the proposed transaction on the anticipated terms and timetable, (2) the inability to complete the proposed transaction due to the failure to obtain approval of the stockholders of iCAD or to satisfy any other condition to closing in a timely manner or at all, or the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated, (3) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, the ability of RadNet or iCAD to maintain relationships with its customers, patients, payers, physicians, and providers and retain its management and key employees, (4) the ability of RadNet following the proposed transaction to achieve the synergies contemplated by the proposed transaction or such synergies taking longer to realize than expected, (5) costs related to the proposed transaction, (6) the ability of RadNet following the proposed transaction to execute successfully its strategic plans, (7) the ability of RadNet following the proposed transaction to promptly and effectively integrate iCAD into its business, (8) the risk of litigation related to the proposed transaction, (9) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters, (10) the risk of legislative, regulatory, economic, competitive, and technological changes, (11) risks relating to the value of RadNet’s securities to be issued in the Merger, and (12) the effect of the announcement, pendency or completion of the proposed transactions on the market price of the RadNet Common Stock and iCAD Common Stock. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included elsewhere. Additional information concerning risks, uncertainties and assumptions are described in the section titled “Risk Factors” and in RadNet’s and iCAD’s respective filings with the SEC, including the risk factors discussed in RadNet’s and iCAD’s most recent Annual Reports on Form 10-K, as amended, as updated by their respective Quarterly Reports on Form 10-Q and future filings with the SEC. Forward-looking statements included herein are made only as of the date hereof and, except as required by applicable law, neither RadNet nor iCAD undertakes any obligation to update any forward-looking statements, or any other information in this Current Report on Form 8-K, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking statements in this registration statement on Form S-4 of which this proxy statement/prospectus forms a part are qualified in their entirety by this cautionary statement.

THE COMPANIES

RadNet, Inc.

RadNet, Inc., which is referred to in this proxy statement/prospectus as RadNet, is a leading national provider of diagnostic imaging services in the United States based on number of locations and annual imaging revenue. RadNet has been in business since 1985. RadNet’s principal business segment is the provision of diagnostic imaging services. As of December 31, 2024, RadNet operated, directly or indirectly through joint ventures with hospitals, 398 imaging centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey, Texas and New York.

RadNet Common Stock is traded on The Nasdaq Global Market under the symbol “RDNT.”

The principal executive offices of RadNet are located at 1510 Cotner Avenue, Los Angeles, California 90025, its telephone number is (310) 445-2800 and its website is www.radnet.com.

This proxy statement/prospectus incorporates important business and financial information about RadNet from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference in this proxy statement/prospectus, see the section titled “Where You Can Find More Information” of this proxy statement/prospectus.

iCAD, Inc.

iCAD, Inc., which is referred to in this proxy statement/prospectus as iCAD, is a global leader in AI-powered cancer detection whose mission is to create a world where cancer can’t hide. iCAD’s ProFound Breast Health Suite enables medical providers and professionals to accurately and reliably identify where cancer may be hiding, and because cancer may be found earlier, it is likely more easily eliminated. The ProFound Breast Health Suite currently offers solutions for breast cancer detection, breast density assessment, and one- or two-year breast cancer risk evaluation. Additionally, iCAD is in the early stages of development of a product that can identify breast arterial calcification from mammogram images.

iCAD Common Stock is traded on The Nasdaq Capital Market under the symbol “ICAD.” Following the Merger, iCAD Common Stock will be delisted from The Nasdaq Capital Market.

The principal executive offices of iCAD are located at 2 Townsend West, Suite 6, Nashua, New Hampshire 03063, its telephone number is (603) 882-5200 and its website is www.icadmed.com.

Additional information about iCAD and its subsidiaries are included in documents incorporated by reference into this proxy statement/prospectus. For a list of the documents that are incorporated by reference in this proxy statement/prospectus, see the section titled “Where You Can Find More Information” of this proxy statement/prospectus.

Trio Merger Sub, Inc.

Trio Merger Sub, Inc., which is referred to in this proxy statement/prospectus as Merger Sub, is a wholly-owned subsidiary of RadNet. Merger Sub was formed solely for the purpose of completing the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger.

Merger Sub was formed in the State of Delaware on April 11, 2025. The principal executive offices of Merger Sub are located at 1510 Cotner Avenue, Los Angeles, California 90025, and its telephone number is (310) 445-2800.

THE iCAD SPECIAL MEETING

General

This proxy statement/prospectus is being provided to iCAD stockholders as part of a solicitation of proxies by the iCAD Board for use at the Special Meeting and at any adjournments or postponements of such Special Meeting. This proxy statement/prospectus provides iCAD stockholders with important information about the Special Meeting and should be read carefully in its entirety. In addition, this proxy statement/prospectus constitutes a prospectus for RadNet in connection with the issuance by RadNet of shares of RadNet Common Stock pursuant to the Merger Agreement.

Date, Time and Place of the Special Meeting

The Special Meeting will be a virtual only meeting conducted exclusively via live webcast at www.cstproxy.com/icad/sm2025 starting at 9:00 a.m., Eastern Time (with log-in beginning at 8:45 a.m. Eastern Time), on July 14, 2025.

If your shares are registered in your name with Continental, iCAD’s transfer agent, and you wish to attend the online-only virtual Special Meeting, go to www.cstproxy.com/icad/sm2025, enter the control number you received on your proxy card or notice of the Special Meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the Special Meeting you will need to log back into the Special Meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial stockholders who wish to attend the online-only virtual Special Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to [email protected]. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only virtual Special Meeting. After contacting Continental a beneficial holder will receive an e-mail prior to the Special Meeting with a link and instructions for entering the virtual Special Meeting. Beneficial stockholders should contact Continental at least five business days prior to the Special Meeting.

Because the Special Meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the Special Meeting in person.

Purposes of the Special Meeting

The Special Meeting is being held to consider and vote upon the following proposals:

Recommendation of the iCAD Board

At a meeting held on April 15, 2025, the iCAD Board unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Merger, on the terms and subject to the conditions set forth therein, (ii) determined that the Merger Agreement and the consummation of the transactions contemplated thereby, (including the Merger), are advisable and fair to, and in the best interests of, iCAD and the stockholders of iCAD, (iii) resolved to recommend the adoption of the Merger Agreement to the stockholders of iCAD, on the terms and subject to the conditions set forth therein, and (iv) directed that the Merger Agreement be submitted to the stockholders of iCAD for adoption at the Special Meeting. The iCAD Board unanimously recommends that the iCAD stockholders vote: 

This proxy statement/prospectus contains important information regarding these proposals and factors that iCAD stockholders should consider when deciding how to cast their votes. iCAD stockholders are encouraged to read carefully this proxy statement/prospectus in its entirety, including the annexes to this proxy statement/prospectus and documents incorporated by reference into this proxy statement/prospectus, for more detailed information regarding the Merger Agreement and the Merger.

Voting by Directors and Executive Officers

As of the iCAD Record Date, iCAD directors and executive officers, as a group, beneficially owned and were entitled to vote 1,513,609 shares of iCAD Common Stock, or approximately 5.5% of the issued and outstanding shares of iCAD Common Stock. We currently expect that iCAD’s executive officers will vote their shares “FOR” Proposal 1 (the Merger Agreement Proposal), “FOR” Proposal 2 (the Advisory Compensation Proposal) and “FOR” Proposal 3 (the Adjournment Proposal), although no executive officer has entered into any agreement obligating him or her to do so. Please see the section titled “The Merger—Voting and Support Agreements” of this proxy statement/prospectus for information on the Voting and Support Agreements that iCAD’s directors have entered into with RadNet and Merger Sub.

Attendance at the Special Meeting

Only iCAD stockholders of record on the iCAD Record Date, beneficial owners of iCAD Common Stock on the iCAD Record Date and holders of valid proxies for the Special Meeting may attend the virtual Special Meeting.

Submitting Questions for the Virtual Special Meeting

iCAD stockholders attending the virtual Special Meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual Special Meeting, stockholders who wish to submit a question in advance may do so at https://www.cstproxy.com/icad/sm2025. Stockholders may also submit questions online during the meeting at https://www.cstproxy.com/icad/sm2025. Given time constraints, some questions may not be addressed during the virtual Special Meeting.

Limitations on Submitting Questions for the Virtual Special Meeting

iCAD will answer questions during the Special Meeting that are relevant to meeting matters, comply with the meeting rules of conduct and have been submitted prior to the start of the Special Meeting, subject to time constraints. However, iCAD reserves the right to exclude questions that are not pertinent to meeting matters or to edit profanity or other inappropriate language. Each stockholder is limited to a total of one question that must be related to the business of the Special Meeting. Each question should cover only one topic and be as succinct as possible. If iCAD receives substantially similar questions, iCAD will group such questions together and provide a single response to avoid repetition. The questions of all iCAD stockholders are welcome. However, the purpose of the Special Meeting must be observed and questions that are not directly related to the business of iCAD or are not otherwise in good taste, related to personal grievances or otherwise inappropriate (as determined by the chairman of the meeting) will not be answered.

Record Date

The iCAD Board has fixed the close of business on May 16, 2025 as the iCAD Record Date for the determination of the iCAD stockholders entitled to receive notice of, and to vote at, the Special Meeting. The iCAD stockholders of record on the iCAD Record Date are the only iCAD stockholders that are entitled to receive notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting.

Outstanding Shares and Voting Rights of iCAD Stockholders

On the iCAD Record Date, there were 27,470,869 shares of iCAD Common Stock issued and outstanding, held by 88 holders of record. Each issued and outstanding share of iCAD Common Stock entitles its holder of record to one vote at the Special Meeting.

Stockholder List

A complete list of registered iCAD stockholders entitled to vote at the Special Meeting will be available for inspection at iCAD’s principal executive offices at 2 Townsend West, Suite 6, Nashua, New Hampshire 03063, during ordinary business hours, for a period of no less than 10 days before the Special Meeting. If an iCAD stockholder wants to inspect the stockholder list, such stockholder should call the iCAD corporate secretary at (603) 882-5200 to schedule an appointment or request access.

Quorum; Abstentions and Broker Non-Votes 

In order for business to be conducted at the Special Meeting, a quorum must be present. A quorum at the Special Meeting requires the presence of the holders of a majority of the total issued and outstanding shares of iCAD Common Stock entitled to vote, present virtually or represented by proxy, at the Special Meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. An abstention also occurs when a stockholder does not attend the Special Meeting virtually and instead submits a proxy with an “abstain” instruction. In accordance with applicable rules, brokers, banks and other nominees who hold shares of iCAD Common Stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the Merger Agreement Proposal, the Advisory Compensation Proposal or the Adjournment Proposal. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Under such circumstance, a “broker non-vote” would arise. “Broker non-votes,” if any, will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting. We do not expect any broker non-votes at the Special Meeting.

Adjournment

If a quorum is present at the Special Meeting but there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, then iCAD stockholders may be asked to vote on the Adjournment Proposal.

If a quorum is not present or if there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, iCAD expects that the Special Meeting will be adjourned by the chair of the Special Meeting to solicit additional proxies. In addition, the holders of a majority of the voting power of all shares of iCAD Common Stock entitled to vote at the Special Meeting who are present online or by proxy at the Special Meeting have the power to adjourn such Special Meeting, whether or not a quorum is present.

No notice of the reconvened Special Meeting is required to be given if the date, time and place (including the means of remote communication) are announced at the Special Meeting or displayed, during the time scheduled for the Special Meeting, on the same electronic network used to enable iCAD stockholders and proxy holders to participate in the Special Meeting by means of remote communication, unless (i) the reconvened Special Meeting is more than 30 days after the date for which notice was originally given or (ii) after the adjournment the iCAD Board fixes a new record date for the reconvened meeting. At any reconvened Special Meeting at which a quorum is present, (i) any business may be transacted that may have been transacted at the Special Meeting had a quorum been present and (ii) all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Vote Required

The votes required for each proposal are as follows:

How to Vote

iCAD stockholders of record and beneficial owners of iCAD Common Stock on the iCAD Record Date may vote their shares of iCAD Common Stock by submitting a proxy or may vote virtually online at the Special Meeting by following the instructions provided on the proxy card or voting instruction form received. iCAD recommends that iCAD stockholders entitled to vote submit a proxy prior to the Special Meeting even if they plan to attend the virtual Special Meeting.

iCAD stockholders are encouraged to submit a proxy promptly. Each valid proxy received in time will be voted at the Special Meeting according to the choice specified, if any. Executed but uninstructed proxies (i.e., proxies that are properly signed, dated and returned but are not marked to tell the proxies how to vote) will be voted in accordance with the recommendations of the iCAD Board.

Record Holders

iCAD stockholders of record may vote in one of the following ways:

Beneficial Owners

iCAD stockholders who hold their shares of iCAD Common Stock beneficially in “street name” and wish to submit a proxy must provide instructions to the bank, broker or other nominee that holds their shares of record as to how to vote their shares with respect to the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal. Most beneficial owners will have a choice of voting before the Special Meeting by proxy over the internet, by telephone or by using a voting instruction form. Each beneficial owner of iCAD Common Stock should refer to the voting instruction form received to see what options are available and how to use them. iCAD stockholders who hold their shares of iCAD Common Stock beneficially and wish to vote virtually at the Special Meeting may do so by obtaining a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to [email protected]. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only virtual Special Meeting. After contacting Continental a beneficial holder will receive an e-mail prior to the Special Meeting with a link and instructions for entering the virtual Special Meeting. Beneficial stockholders should contact Continental at least five business days prior to the Special Meeting. However, attendance at the virtual Special Meeting will not, in and of itself, constitute a vote or a revocation of a prior proxy.

In accordance with applicable rules, brokers, banks and other nominees who hold shares of iCAD Common Stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the Merger Agreement Proposal, the Advisory Compensation Proposal or the Adjournment Proposal. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Under such circumstance, a “broker non-vote” would arise. “Broker non-votes,” if any, will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and, assuming a quorum is present, will have no effect on the Advisory Compensation Proposal or the Adjournment Proposal. We do not expect any broker non-votes at the Special Meeting. Thus, for shares of iCAD Common Stock held in “street name,” only shares of iCAD Common Stock affirmatively voted “FOR” the Merger Agreement Proposal will be counted as a vote in favor of such proposal.

Proxies and Revocation

iCAD stockholders of record may revoke their proxies at any time before their shares of iCAD Common Stock are voted at the Special Meeting in any of the following ways:

If an iCAD stockholder holds shares through a bank, broker or other nominee, such stockholder may change or revoke his, her or its voting instructions before the Special Meeting by providing instructions again through the means specified on his, her or its voting instruction form (with most having the option to do so by internet, telephone or mail), which must be received before 11:59 p.m., Eastern Time, on July 13, 2025. Alternatively, an iCAD stockholder may also revoke their proxy by attending the Special Meeting virtually, using his, her or its unique control number and voting his, her or its shares online during the Special Meeting.

Inspector of Elections; Tabulation of Votes

A representative of Continental will tabulate the votes and may act as inspector of elections.

Solicitation of Proxies

iCAD will pay for the proxy solicitation costs related to the Special Meeting. In addition to sending and making available these materials, some of iCAD’s directors, officers and other employees may solicit proxies by contacting iCAD’s stockholders by telephone, by mail, by e-mail or online. iCAD stockholders may also be solicited by, among others, news releases issued by iCAD and/or RadNet, postings on iCAD’s or RadNet’s websites and social media accounts and advertisements in periodicals. None of iCAD’s directors, officers or employees will receive any extra compensation for their solicitation services. iCAD has also retained Campaign Management as its proxy solicitor to assist in the solicitation of proxies. For these proxy solicitation services, Campaign Management will receive an estimated fee of approximately $13,000, plus reasonable out-of-pocket expenses and fees for any additional services. iCAD will also reimburse banks, brokers, and other nominees for their expenses in sending proxy solicitation materials to the beneficial owners of shares of iCAD Common Stock and obtaining their proxies.

Other Matters

At this time, iCAD knows of no other matters to be submitted at the Special Meeting other than those listed in the notice.

Householding of Proxy Statement/Prospectus

One copy of this proxy statement/prospectus will be sent to stockholders who share an address, unless they have notified iCAD that they want to continue receiving multiple packages. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs. If you received a household mailing and you would like to have additional copies of this proxy statement/prospectus mailed to you or you would like to opt out of this practice for future mailings, iCAD will promptly deliver such additional copies to you if you submit your request in writing to Corporate Secretary, 2 Townsend West, Suite 6, Nashua, New Hampshire 03063, or call (603) 882-5200.

iCAD stockholders who hold shares in street name may contact their broker, bank or other nominee to request information about householding.

Questions and Additional Information

iCAD stockholders may contact iCAD’s proxy solicitor with any questions about the Merger Agreement Proposal, the Advisory Compensation Proposal or the Adjournment Proposal or how to vote or to request additional copies of any materials at:

iCAD stockholders should not return their stock certificates or send documents representing iCAD Common Stock with the enclosed proxy card. If the Merger is completed, the exchange agent for the Merger will send to iCAD stockholders a letter of transmittal and related materials and instructions for exchanging shares of iCAD Common Stock.

 THE MERGER

General

This proxy statement/prospectus is being provided to holders of iCAD Common Stock in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. At the Special Meeting, iCAD will ask iCAD stockholders to consider and vote on each of the (i) Merger Agreement Proposal, (ii) Advisory Compensation Proposal and (iii) Adjournment Proposal.

The Merger Agreement provides for, among other things, the merger of Merger Sub with and into iCAD, with iCAD continuing as the Surviving Corporation and a wholly-owned subsidiary of RadNet. The Merger will not be completed unless iCAD stockholders adopt the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. You are urged to read the Merger Agreement in its entirety because it is the legal document that governs the Merger. For additional information about the Merger, see the section titled “The Merger Agreement—Structure of the Merger” and “The Merger Agreement—Merger Consideration” of this proxy statement/prospectus.

At the Effective Time, each share of iCAD Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right to receive 0.0677 shares of RadNet Common Stock.

No fractional shares of RadNet Common Stock will be delivered to any holder of shares of iCAD Common Stock upon completion of the Merger. Instead, all fractional shares of RadNet Common Stock that a holder of shares of iCAD Common Stock would otherwise be entitled to receive as a result of the Merger will be aggregated and, if a fractional share results from such aggregation, such holder will be entitled to receive the cash proceeds from the sale of such fractional share by the exchange agent for the account of such holder, without interest, in accordance with the Merger Agreement.

This Exchange Ratio is fixed and will not be adjusted for changes in the market price of either iCAD Common Stock or RadNet Common Stock between the date of signing of the Merger Agreement and the Effective Time. 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 represent approximately $3.61 in implied value for each share of iCAD Common Stock on a fully diluted basis. Based on the closing price of RadNet Common Stock on May 20, 2025, the last practicable date before the date of the proxy statement/prospectus accompanying this notice, the Exchange Ratio would represent approximately $4.07 in implied value for each share of iCAD Common Stock on a fully diluted basis. The market price of RadNet Common Stock when iCAD stockholders receive those shares after the Merger is completed could be greater than, less than or the same as the market price of shares of RadNet Common Stock on such date, the date of this proxy statement/prospectus or at the time of the Special Meeting.

Because the share price of RadNet Common Stock will fluctuate between the date of signing of the Merger Agreement and the completion of the Merger, and because the Exchange Ratio is fixed and will not be adjusted to reflect changes in the share price of RadNet Common Stock or iCAD Common Stock, the value of the shares of RadNet Common Stock to be received by iCAD stockholders in the Merger may differ from the implied value based on the share price on the date of signing of the Merger Agreement or the date of the proxy statement/prospectus. As a result, the value of shares of RadNet Common Stock that iCAD stockholders will receive in the Merger will not be known at the time that iCAD stockholders vote to adopt the Merger Agreement Proposal. We urge you to obtain current share price quotations for RadNet Common Stock and iCAD Common Stock.

The Parties

RadNet, Inc.

RadNet, Inc., which is referred to in this proxy statement/prospectus as RadNet, is a leading national provider of diagnostic imaging services in the United States based on number of locations and annual imaging revenue. RadNet has been in business since 1985. RadNet’s principal business segment is the provision of diagnostic imaging services. As of December 31, 2024, RadNet operated, directly or indirectly through joint ventures with hospitals, 398 imaging centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey, Texas and New York.

RadNet Common Stock is traded on The Nasdaq Global Market under the symbol “RDNT.”

The principal executive offices of RadNet are located at 1510 Cotner Avenue, Los Angeles, California 90025, its telephone number is (310) 445-2800 and its website is www.radnet.com.

This proxy statement/prospectus incorporates important business and financial information about RadNet from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference in this proxy statement/prospectus, see the section titled “Where You Can Find More Information” of this proxy statement/prospectus.

iCAD, Inc.

iCAD, Inc., which is referred to in this proxy statement/prospectus as iCAD, is a global leader in AI-powered cancer detection whose mission is to create a world where cancer can’t hide. iCAD’s ProFound Breast Health Suite enables medical providers and professionals to accurately and reliably identify where cancer may be hiding, and because cancer may be found earlier, it is likely more easily eliminated. The ProFound Breast Health Suite currently offers solutions for breast cancer detection, breast density assessment, and one- or two-year breast cancer risk evaluation. Additionally, iCAD is in the early stages of development of a product that can identify breast arterial calcification from mammogram images.

iCAD Common Stock is traded on The Nasdaq Capital Market under the symbol “ICAD.” Following the Merger, iCAD Common Stock will be delisted from The Nasdaq Capital Market.

The principal executive offices of iCAD are located at 2 Townsend West, Suite 6, Nashua, New Hampshire 03063, its telephone number is (603) 882-5200 and its website is www.icadmed.com.

Additional information about iCAD and its subsidiaries are included in documents incorporated by reference into this proxy statement/prospectus. For a list of the documents that are incorporated by reference in this proxy statement/prospectus, see the section titled “Where You Can Find More Information” of this proxy statement/prospectus.

Trio Merger Sub, Inc.

Trio Merger Sub, Inc., which is referred to in this proxy statement/prospectus as Merger Sub, is a wholly-owned subsidiary of RadNet and a Delaware corporation. Merger Sub was formed solely for the purpose of completing the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger.

Merger Sub was formed in the State of Delaware on April 11, 2025. The principal executive offices of Merger Sub are located at 1510 Cotner Avenue, Los Angeles, California 90025, and its telephone number is (310) 445-2800.

Voting and Support Agreements

In connection with the Merger Agreement, RadNet and Merger entered into the Voting and Support Agreements with each of the Voting and Support Agreement Stockholders. The Voting and Support Agreement Stockholders together beneficially own, in the aggregate, approximately 5.5% of the issued and outstanding shares of iCAD Common Stock as of the iCAD Record Date.

The Voting and Support Agreement Stockholders have separately agreed, pursuant to their respective Voting and Support Agreements, among other things, to vote all shares of iCAD beneficially owned as of April 15, 2025 and any additional shares of iCAD Common Stock acquired between April 15, 2025 and the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the Effective Time:

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalog every conversation among the iCAD Board, the RadNet Board, their respective representatives, or other parties.

The iCAD Board and iCAD’s senior management, with the assistance of iCAD’s advisors, periodically review and evaluate strategic alternatives, including acquisitions, dispositions, and other strategic transactions, as part of ongoing efforts to enhance stockholder value. Among other things, these reviews and discussions focus on the opportunities and risks associated with iCAD’s products and product candidates, financial condition and its strategic relationships and potential long-term strategic options. These reviews have included consideration of purchases and sales of assets and businesses, proposed capital raises and other transactions with third parties that would further iCAD’s strategic objectives and ability to create stockholder value.

As a result of this periodic strategic review, in October 2023, iCAD sold substantially all of the assets and liabilities primarily related to its Xoft business to allow iCAD to focus on artificial intelligence powered software-centric cancer detection solutions as a part of iCAD’s Profound AI Breast Health suite of solutions and related products and proposed products. As a result of the Xoft sale, iCAD positioned itself to succeed as either a standalone company focused on the innovation and growth of AI technologies and cancer detection or as a strategic partner with a company looking to grow and integrate iCAD Profound AI and related products into an existing cancer detection platform.

On April 17, 2023, iCAD Board member Mike Klein and iCAD’s Chief Executive Officer and Chairman of the iCAD Board, Dana Brown, had a conference call with Howard G. Berger, M.D., RadNet’s President and Chief Executive Officer and the Chairman of the RadNet Board, and Greg Sorensen, M.D., RadNet’s Chief Science Officer, a member of the RadNet Board, and Chief Executive Officer of DeepHealth, Inc., a subsidiary of RadNet that is focused on using AI and deep learning methods to advance medical care with a special emphasis on breast cancer imaging (“DeepHealth”), to discuss a potential strategic transaction. This conversation was a follow-on to earlier discussions that Mr. Klein and Dr. Sorensen had in 2021 about possible ways that iCAD, RadNet, and DeepHealth might work together, including, but not limited to, a strategic transaction in 2021; those 2021 discussions concluded with a mutual agreement to stay in touch. During this April 2023 conversation, the representatives of iCAD and RadNet agreed to continue discussions with respect to a potential strategic transaction.

On April 19, 2023, iCAD and RadNet executed a mutual nondisclosure agreement (the “Non-Disclosure Agreement”) that contained customary confidentiality provisions and appropriate acknowledgments that restricted either party from using material non-public information to affect any trading of any securities of the other party. The initial term of the Non-Disclosure Agreement was two years. Between April 19, 2023, and December 2, 2024, representatives of iCAD and RadNet engaged in a number of high-level discussions regarding a potential acquisition of iCAD by RadNet.

In October of 2024, in light of the continued interest expressed by RadNet and the potential for a strategic transaction involving iCAD, and in order to create an efficient committee of the iCAD Board that would be well-positioned to respond to potential transaction developments, the iCAD Board formed a strategic committee consisting of Ms. Brown and iCAD Board members Andrew H. Sassine and Michael J. Doyle (the “Strategic Committee”) to further evaluate strategic alternatives and, if appropriate, negotiate the terms of a potential transaction with RadNet to be considered for approval by the iCAD Board.

On October 11, 2024, Dr. Sorensen contacted Ms. Brown over email to schedule a meeting at the Radiological Society of North America annual meeting that was scheduled to take place in Chicago, Illinois on December 2, 2024.

Between November 2024 and January 2025, iCAD engaged in conversations with a privately held third party regarding a number of potential strategic transactions between iCAD and such third party (such party, the “Private Party”).

On December 2, 2024, Ms. Brown, Dr. Berger and Dr. Sorensen met in person at the Radiological Society of North America annual meeting to discuss if iCAD was open to a merger transaction and, if so, the willingness to consider a stock-for-stock merger transaction with RadNet. Ms. Brown indicated interest in engaging in further conversations regarding a transaction with RadNet and that Ms. Brown would discuss with the iCAD Board.

On December 5, 2024, during a telephone discussion with the other members of the Strategic Committee (Mr. Sassine and Mr. Doyle), Ms. Brown recapped her earlier discussions with Dr. Berger and Dr. Sorensen during the Radiological Society of North America annual meeting. During this discussion, Mr. Sassine and Mr. Doyle expressed a willingness to continue discussions with RadNet and asked Ms. Brown to seek additional information regarding the proposed transaction.

On December 9, 2024, Ms. Brown emailed the entire iCAD Board to update them on the status of discussions with RadNet.

On December 11, 2024, Ms. Brown notified Dr. Berger and Dr. Sorensen via email that the iCAD Strategic Committee was supportive of continuing discussions regarding a potential acquisition by RadNet and the broader iCAD Board had been updated on the current status of discussions.

On December 13, 2024, RadNet sent a proposed non-binding letter of intent (the “RadNet December 13 LOI”) and a proposed exclusivity letter agreement, each drafted by representatives of Perkins Coie, to iCAD. This proposal outlined the terms pursuant to which iCAD would be merged with a subsidiary of RadNet in an all-stock transaction that valued iCAD at $80 million, but did not specify if the exchange ratio would be calculated on a floating or fixed basis. The RadNet December 13 LOI also included a number of conditions, including, among others, a requirement that certain to-be-determined iCAD employees agree to execute employment and non-competition agreements. The proposed exclusivity letter required iCAD to agree to exclusive negotiations with RadNet for a period of 120 days. The RadNet December 13 LOI was shared by Ms. Brown with the iCAD Board on December 14, 2024.

On December 14, 2024, a special meeting of the Strategic Committee was held. During this meeting, the Strategic Committee determined that in light of receipt of the RadNet December 13 LOI, that it would be prudent to interview potential financial advisors to assist the Company in its evaluation of strategic alternatives, including the indication of interest received from RadNet.

In connection with ongoing, high-level discussions with the Private Party between November 2024 and January 2025 regarding a potential strategic transaction, on December 18, 2024, iCAD received a non-binding proposal from the Private Party (the “Private Party December 18 LOI”) outlining a potential 10% minority investment in iCAD and an option to purchase up to another 10% of iCAD Common Stock. The proposal also contemplated a strategic collaboration between iCAD and the Private Party with the stipulation that the Private Party could direct use of the investment funds for such collaboration. Ultimately, the iCAD Board elected to pursue a transaction with RadNet instead of negotiating a strategic agreement with the Private Party.

On December 19, 2024, a special meeting of the iCAD Board was held with representatives of Dentons in attendance. Ms. Brown provided a report on her discussions with representatives of RadNet and the Private Party and the iCAD Board discussed the RadNet December 13 LOI as well as the Private Party December 18 LOI. During this discussion, the iCAD Board evaluated the opportunities and challenges associated with each potential transaction. The iCAD Board then discussed the interviews the members of the Strategic Committee had conducted with different financial advisors, and following a review of preliminary proposals received from such potential financial advisors and confirmation that Piper Sandler was not conflicted due to any existing or prior relationship with RadNet, the Strategic Committee recommended the engagement of Piper Sandler. The iCAD Board then unanimously approved the engagement of Piper Sandler as its financial advisor. The iCAD Board selected Piper Sandler to serve as its financial advisor due to Piper Sandler’s qualifications, expertise, reputation, extensive knowledge of the industry and its participants, and its knowledge of iCAD’s business and financial profile. Representatives of Dentons then led a presentation regarding the role and obligations of the iCAD Board in connection with the consideration of a strategic transaction. The presentation covered fiduciary duties, and the standards of review Delaware courts may apply upon review of applicable transactions. Following this presentation, representatives of Piper Sandler joined the meeting at the invitation of the iCAD Board and discussed next steps, including a selective initial outreach to specified parties who may be interested in engaging in a strategic transaction with iCAD. The iCAD Board discussed who should be included in this initial outreach given prior conversations and the desire to be discrete, and subsequently authorized Piper Sandler to reach out to nine strategic parties.

Later that day, Ms. Brown sent an email to Dr. Berger and Dr. Sorensen advising them that iCAD had engaged Piper Sandler as its financial advisor and that Piper Sandler would work with iCAD to evaluate and negotiate the RadNet offer with the understanding that iCAD would defer entry into an exclusivity letter until after Piper Sandler competed its initial analysis and iCAD and RadNet reached an agreement on the valuation of iCAD.

Between December 19, 2024 and December 27, 2024, iCAD and Piper Sandler finalized an engagement letter to effect the engagement of Piper Sandler as iCAD’s financial advisor, which was executed on December 27, 2024.

On January 6, 2025, representatives of iCAD, RadNet and Piper Sandler held an in-person meeting at Piper Sandler’s offices in Boston that was scheduled following discussions between Ms. Brown and Dr. Sorensen. Ms. Brown and Michelle Strong, iCAD’s Chief Operating Officer, attended the meeting on behalf of iCAD, and Dr. Sorensen and Sanjog Misra, Chief Commercial Officer of Digital Health, attended on behalf of RadNet. During this meeting the parties discussed iCAD’s growth projections and potential synergies with RadNet among other topics. Prior to the meeting, iCAD provided RadNet with copies of certain preliminary non-public financial projections relating to iCAD’s business prepared by management of iCAD for use in RadNet’s evaluation of the potential transaction.

From October 2024 to January 2025, iCAD engaged in high-level and preliminary conversations with two privately held third parties regarding the potential acquisition by iCAD of such third parties. These conversations did not result in the entry into any letters of intent or term sheets.

 On January 17, 2025, the iCAD Board held a regularly scheduled meeting with representatives of Dentons and Piper Sandler in attendance. In addition to covering operational agenda items, the iCAD Board discussed the recent discussions with RadNet and the Private Party, as well as other potential strategic initiatives. At this meeting, representatives of Piper Sandler discussed their preliminary financial analysis regarding iCAD as well as the results of their strategic outreach to the nine selected companies to determine their interest in discussing a strategic transaction with iCAD. This outreach yielded no indications of interest from any of the nine selected parties regarding discussions to pursue a strategic transaction with iCAD.

During January 2025, representatives of iCAD, RadNet and Piper Sandler engaged in a number of discussions regarding the proposed transaction with RadNet and their views as to iCAD’s implied equity value in any stock-for-stock merger transaction. At the request of the Strategic Committee on January 15, 2025, representatives of Piper Sandler proposed during a telephone call an implied iCAD equity value of $120 million to RadNet.

On January 20, 2025, Dr. Sorensen and Ms. Brown discussed the valuation via telephone, during which Dr. Sorensen communicated that RadNet would be willing to move forward with the proposed stock-for-stock transaction at an implied iCAD equity value of $96 million. During this same time period, management of iCAD kept the Strategic Committee and the iCAD Board informed regarding the conversations with RadNet and the valuations proposed by iCAD and RadNet.

On January 23, 2025, a special meeting of the Strategic Committee was held. During this meeting, the Strategic Committee considered the implied valuation of iCAD contemplated by RadNet’s recent proposal and discussed whether it was an appropriate basis upon which to advance discussions.

On January 27, 2025, Mr. Sassine and Ms. Brown participated in a video conference meeting with Dr. Berger and Dr. Sorensen regarding the proposed implied valuation of iCAD. During this meeting, Dr. Berger reiterated RadNet’s interest in the transaction and asked representatives of iCAD to advise on the implied valuation that would be needed to move forward with a transaction. The parties agreed that an implied equity value of $105 million was an appropriate basis upon which to move the transaction forward on a non-binding basis.

On January 29, 2025, RadNet submitted an updated non-binding letter of interest to acquire 100% of iCAD’s equity for a total purchase price of $105 million. The proposal was otherwise the same as the RadNet December 13 LOI. RadNet also delivered an updated exclusivity letter agreement, which again proposed a 120-day exclusivity period. During email and text correspondence over the course of the same day, RadNet conveyed that it believed the 120-day period was necessary and appropriate for this type of transaction.

Later that day, the Strategic Committee met telephonically with representatives of Piper Sandler and Dentons to discuss the updated proposal.

On January 30, 2025, after working with Piper Sandler and Dentons to incorporate revised terms in the drafts, Ms. Brown e-mailed revised drafts of the non-binding proposal and exclusivity letter to Dr. Sorensen, which drafts reflected a number of changes, including proposing that the $105 million would be a minimum implied equity value and that the exchange ratio would be based on a floating exchange ratio based on the lower of the price of the RadNet Common Stock on the date of announcement and the price of RadNet Common Stock on the day prior to closing. The iCAD proposal also eliminated certain conditions relating to new employee non-competition and employment agreements and revised the deal protections to provide for lower fee reimbursement and expanded fiduciary protections for the iCAD Board. The revised exclusivity letter proposed a 30-day exclusivity period and added certain exceptions to the general prohibitions to allow iCAD to raise up to $5 million in aggregate proceeds through the sale of equity pursuant to the terms of its existing at-the-market equity facility and to allow iCAD to continue discussions with respect to potential strategic acquisitions by iCAD, subject to certain parameters.

On January 31, 2025, a continuation of the January 17, 2025, iCAD Board meeting was held with representatives of Dentons in attendance. At this meeting, Ms. Brown updated the iCAD Board on the strategic transactions discussed at the January 17, 2025, iCAD Board meeting, including the updated proposal from RadNet, and the iCAD Board discussed in additional detail the presentation made by representatives of Piper Sandler at the January 17, 2025, iCAD Board meeting.

 On February 3, 2025, RadNet submitted an updated non-binding letter of interest to acquire 100% of iCAD’s equity based on an aggregate implied equity value of $105 million, which would be reduced by an amount equal to 50% of iCAD’s incurred transaction expenses. The updated non-binding proposal provided that the exchange ratio would be determined on a floating basis to be finalized based on the five-day RadNet average share price for the period ending two days prior to closing. The revised proposal reversed iCAD’s proposed change to reduce the deal protection reimbursement fee and proposed that RadNet would have matching rights before iCAD could terminate a definitive agreement with RadNet to execute a superior agreement. RadNet also delivered an updated exclusivity letter agreement that proposed a 60-day exclusivity period and added notice rights with respect to any alternative proposals to be received by iCAD during the exclusivity period.

Following receipt of the RadNet updated February 3, 2025 proposed letter of interest, the Strategic Committee met later that day with representatives of Piper Sandler and Dentons to discuss the terms of the proposal. The Strategic Committee and the advisors discussed a number of changes to the February 3, 2025 proposal and, on February 4, 2025, Ms. Brown emailed Dr. Sorensen a revised proposal. In iCAD’s revised proposal, iCAD removed the provision providing for a reduction to the valuation for 50% of iCAD’s transaction expenses and proposed that the exchange ratio would include a mechanism to ensure that the final exchange ratio would be in an agreed upon range. iCAD revised the exclusivity letter to eliminate any notice of alternative proposals and to reduce the initial exclusivity period to 30 days with an automatic 30-day extension if RadNet delivered a draft merger agreement with terms consistent with the non-binding letter of interest during the initial 30-day period.

On February 7, 2025, RadNet submitted a further revised non-binding letter of interest, which reflected the terms of the prior February 5, 2025 revised non-binding letter of interest proposed by iCAD, including a $105 million implied equity value for iCAD. RadNet proposed revisions to make any exchange ratio price collar provisions symmetrical and added a note to indicate that iCAD’s transaction expenses would be assessed during the 30-day period after the signing of the non-binding letter of interest. RadNet included the proposed exclusivity letter without any changes from the last draft prepared by iCAD. Following receipt of the RadNet updated proposed letter of interest, the Strategic Committee met with representatives of Piper Sandler and Dentons later that same day to discuss the terms of the updated proposal. During these discussions, the Strategic Committee agreed that the updated non-binding proposal from RadNet was generally acceptable and agreed to update the full iCAD Board and propose that the iCAD Board approve the entry into the non-binding letter of interest and the exclusivity letter.

Between February 7, 2025 and February 8, 2025, Ms. Brown had discussions with all of the members of the iCAD Board.

On February 8, 2025, the iCAD Board, following a recommendation from the Strategic Committee, executed a unanimous written consent authorizing Ms. Brown to execute the non-binding letter of interest and the exclusivity letter.

On February 9, 2025, Dr. Sorensen delivered a countersigned copy to Ms. Brown of the non-binding letter of interest and the exclusivity letter, and on February 10, 2025, Dr. Sorensen sent Ms. Brown a preliminary due diligence request list, which was updated on February 12, 2025.

Between February 10, 2025 and February 16, 2025, representatives of iCAD, Dentons and Piper Sandler held a number of telephonic and Zoom meetings to discuss the preparation and organization of a virtual data room containing due diligence information and the process for furnishing access to such data room to RadNet and Perkins Coie.

On February 11, 2025, representatives of Perkins Coie delivered a request for legal due diligence materials to Piper Sandler, via representatives of RadNet.

On February 13, 2025, RadNet and its legal and accounting advisors were provided access to the virtual data room.

On February 17, 2025, representatives of iCAD, RadNet and their advisors took part in a call to discuss the status of the virtual data room, the diligence tracker being used to confirm that all diligence was being provided or addressed and next steps in the process.

On February 21, 2025, representatives of Dentons and Perkins Coie held an introductory call to discuss the general timeline of the transaction and certain high-level deal questions addressed in part in the non-binding letter of interest delivered on February 7, 2025.

Over the course of February 2025 and March 2025, RadNet and its advisors and representatives conducted due diligence with the assistance of members of iCAD management and representatives of Piper Sandler and Dentons, which included multiple due diligence meetings and responses to several additional due diligence requests. These meetings covered topics that included financial and tax matters, legal matters, product strategy, marketing, human resources, technology and information security.

On March 8, 2025, representatives of Perkins Coie delivered an initial draft of the merger agreement to representatives of Dentons. The draft was generally consistent with the terms of the non-binding letter of interest and provided for an implied iCAD equity value of $105 million and a floating exchange ratio. The draft did not include any price collars or adjustment provisions.

On March 10, 2025, representatives of Dentons, Piper Sandler and the Strategic Committee discussed the draft merger agreement and agreed to propose a limited number of changes to clarify and correct certain representations and warranties, provide that the floating exchange ratio would be calculated using the treasury stock method calculation and to add a termination right to execute a potential superior offer.

On March 12, 2025, Dentons shared a proposed revised draft of the merger agreement with the Strategic Committee.

On March 14, 2025, representatives of Dentons held a call with iCAD to discuss the shared markup of the draft merger agreement that it intended to deliver to Perkins Coie. Later that day, representatives of Dentons delivered to representatives of Perkins Coie a revised draft of the merger agreement following feedback from iCAD management and representatives of Piper Sandler. The markup reflected the changes discussed with the Strategic Committee and Piper Sandler.

On March 17, 2025, representatives of Dentons held a call with iCAD to discuss the preparation of the disclosure letter relating to the draft merger agreement.

Between March 18, 2025 and March 25, 2025, representatives of iCAD, RadNet, Dentons and Perkins Coie held various calls to discuss certain intellectual property, data privacy and healthcare regulatory matters related to the proposed transaction and continued to attend to other supplementary due diligence requests and questions received.

On March 27, 2025, representatives of Perkins Coie delivered to representatives of Dentons a revised draft of the merger agreement. The revised draft excluded changes proposed by Dentons with respect to the calculation of the exchange ratio and the inclusion of a termination right to execute a superior offer. On March 31, 2025, representatives of Dentons and Perkins Coie held a call to discuss certain open issues in the Merger Agreement.

On April 1, 2025, representatives of Dentons delivered to representatives of Perkins Coie a revised draft of the merger agreement, which again proposed to calculate the floating exchange ratio using the treasury stock method. Also on April 1, 2025, representatives of Dentons delivered to representatives of Perkins Coie an initial draft of the iCAD disclosure letter relating to the draft merger agreement.

On April 2, 2025, Piper Sandler delivered a customary relationship disclosure letter regarding its lack of relationship with RadNet to representatives of iCAD and Dentons.

On April 4, 2025, representatives of RadNet discussed with representatives of iCAD updates to the potential timeline for the execution and announcement of the transaction.

Between April 4, 2025 and April 7, 2025, representatives of Piper Sandler and, iCAD and RadNet engaged in a number of discussions regarding the material open issues regarding the calculation of the exchange ratio and the timeline for execution of the proposed transaction.

On April 7, 2025, Dr. Sorensen, along with Kees Wesdorp, Chief Executive Officer of DeepHealth, held a videoconference with Ms. Brown and a representative of Piper Sandler to discuss the potential transaction. During this call, Dr. Sorensen and Mr. Wesdorp discussed the increase in the transaction’s implied premium resulting from RadNet’s recent stock price decline and general market tensions and proposed that the terms be revised to provide for a fixed exchange ratio at an implied equity value for iCAD of $105 million as of February 9, 2025, which would mean a then-current implied equity value of closer to $85 million. During the call, the parties also discussed a potential all cash offer of $75 million. Following this discussion, representatives of Piper Sandler and Dentons discussed the revised proposal and a proposed response.

Following discussions among representatives of RadNet, iCAD, the Strategic Committee and Piper Sandler over the course of April 7, 2025 to April 11, 2025, RadNet confirmed on April 9, 2025, a revised proposal at an implied equity value of $105 million based on a fixed exchange ratio determined using the closing price of RadNet’s common stock as of April 9, 2025.

On April 9, 2025, representatives of Perkins Coie delivered to representatives of Dentons a revised draft of the merger agreement, which included the fixed exchange ratio previously discussed, but contemplated that this exchange ratio would be determined based on the fully-diluted capital stock of iCAD, rather than the treasury stock method. In addition, representatives of Perkins Coie shared an initial draft of the voting and support agreement to be delivered by each director of iCAD concurrently with the execution of the merger agreement. The draft voting and support agreement contained customary terms for an agreement of this nature, including transfer restrictions between signing and closing and agreement to vote in favor of the proposed transaction.

On April 10, 2025, representatives of Dentons delivered to representatives of Perkins Coie a further revised draft of the merger agreement. Among other things, the draft provided for a fixed exchange ratio calculated based on the treasury stock method, rather than a fully-diluted share count, and the assumption by RadNet of all outstanding iCAD options, including options that were then-currently out-of-the-money. The draft also contemplated that RadNet would assume and honor the terms of iCAD’s severance guidelines for any U.S. continuing employee that experienced a qualifying termination of employment within four months following the closing of the proposed transaction.

On April 10, 2025, representatives of Perkins Coie delivered to representatives of Dentons an exclusivity extension letter, which would amend the expiration of the exclusivity period under the existing exclusivity letter to expire on April 16, 2025.

Later on April 10, 2025, a special meeting of the Strategic Committee was held. During this meeting, the members of the Strategic Committee discussed the revised draft merger agreement that was shared by representatives of Dentons with representatives of Perkins Coie on April 10, 2025 and the open issues contained in the draft merger agreement, including calculating the fixed exchange ratio using the treasury stock method and the treatment of iCAD options. The Strategic Committee also discussed proposed the extension of exclusivity to April 11, 2025 and agreed that it would be prudent to extend exclusivity in light of the current status of negotiations.

On April 11, 2025, the exclusivity extension letter was executed by iCAD and RadNet.

On April 11, 2025, a representative of Piper Sandler and Dr. Berger engaged in a conversion regarding the methodology for calculating the exchange ratio and how in-the-money options and out-of-the money options would be treated for purposes of calculating the exchange ratio.

Also on April 11, 2025, a special meeting was held with the iCAD Board and representatives of Dentons and Piper Sandler. At this meeting, representatives of Piper Sandler led a brief discussion on the status of negotiations and confirmed that the parties were aligned on all major business and economic points, other than the process for calculating the exchange ratio and the treatment of iCAD options. Following robust discussion by the iCAD Board, the iCAD Board directed representatives of Dentons to continue to push for changes to the draft merger agreement that would result in a longer exercise period for the iCAD options to be assumed by RadNet to create potential upside for the out-of-the-money option holders. Following discussions on the merger agreement, representatives of Dentons reviewed with the members of iCAD Board their fiduciary duties and the applicable standards of review applied under Delaware law. Representatives of Dentons then provided an overview of the transaction timeline and the process for filing a proxy statement/registration statement on Form S-4 with the SEC. Following this discussion, representatives of Piper Sandler then reviewed and discussed Piper Sandler’s preliminary financial analyses of the proposed transaction.

On April 11, 2025 and April 12, 2025, representatives of Perkins Coie and representatives of Dentons shared several drafts of (i) the form of voting and support agreement to be executed by iCAD directors concurrently with the execution of the merger agreement, (ii) the disclosure schedules accompanying the merger agreement, (iii) a joint press release announcing the execution of the merger agreement, (iv) each of the parties’ current reports on Form 8-K and (v) draft communications materials.

Between April 11, 2025, and April 14, 2025, representatives of iCAD, RadNet, Piper Sandler, Dentons and Perkins Coie engaged in a number of conversations regarding the final open issues, including the final exchange ratio, confirmation of certain stay bonuses proposed by iCAD, the treatment of unvested iCAD Board options and iCAD’s ability to extend the exercise period of certain non-qualified stock options.

On April 12, 2025, representatives of Perkins Coie shared with representatives of Dentons a further revised draft of the merger agreement. Among other things, the revised draft provided for the assumption by RadNet of iCAD options with an exercise price less than $7.20 and the cancellation of all other outstanding options immediately prior to the effective time of the proposed merger. The draft merger agreement also provided for a to-be-agreed-upon fixed exchange ratio that would not be adjusted between signing and closing.

Later on April 12, 2025, representatives of Dentons shared with representatives of Perkins Coie a further revised draft of the merger agreement, which, among other things, provided for (i) a one-year exercise period for the eligible iCAD options, subject to certain exceptions and limitations, (ii) an “outside date” with respect to the closing of the proposed transaction of September 30, 2025, and (iii) subject to the terms and conditions under the severance guidelines referenced in the merger agreement and set forth in the confidential disclosure schedules thereto, RadNet honoring iCAD’s severance guidelines for any continuing U.S. employee that experiences a qualifying termination of employment within 90 days following the closing of the proposed transaction.

Later on April 12, 2025, representatives of Perkins Coie delivered a further revised draft of the merger agreement, which eliminated the one-year exercise period for the eligible iCAD options and preservation of the severance guidelines as outlined above.

Over the course of April 13, 2025 and April 14, 2025, representatives of Perkins Coie and Dentons continued to trade drafts of the disclosure schedules, voting and support agreement, press release, Form 8-Ks, communications materials and other transaction documents.

On April 14, 2025, Dr. Sorensen and Ms. Brown engaged in a conversation with respect to all remaining open issues. During this conversation, Dr. Sorensen and Ms. Brown agreed that the exchange ratio would be fixed at 0.0677 and resolved the remaining open issues related to stay-bonus payments and treatment of the exercise period for certain non-qualified options.

On April 14, 2025, representatives of Perkins Coie shared with representatives of Dentons updates to the potential timeline for the execution and announcement of the transaction and conference calls with RadNet and iCAD stockholders.

Also on April 14, 2025, representatives of Dentons delivered a further revised draft of the merger agreement, which contemplated (i) a one-year exercise period for the eligible iCAD options that were non-qualified stock options, subject to certain exceptions and limitations, and (ii) subject to the terms and conditions under the severance guidelines referenced in the merger agreement and set forth in the confidential disclosure schedules thereto, preservation of such severance guidelines for any eligible continuing U.S. employee that experienced a qualifying termination of employment within 60 days following the closing of the proposed transaction.

On April 15, 2025, representatives of Perkins Coie confirmed that the revised draft delivered by Dentons on the previous day was materially complete and final.

Later on April 15, 2025, the iCAD Board held a special meeting, with representatives from Dentons and Piper Sandler in attendance, to consider the proposed transaction. At this meeting, representatives of Dentons recapped their prior discussion with the members of the iCAD Board on their fiduciary duties. Representatives of Dentons then summarized the principal terms and conditions of the Merger Agreement, as well as certain related transaction agreements.

At the request of the iCAD Board, representatives of Piper Sandler then reviewed and discussed Piper Sandler’s financial analyses relating to the proposed transaction. Thereafter, at the request of the iCAD Board, representatives of Piper Sandler rendered an oral opinion of Piper Sandler to the iCAD Board (which was subsequently confirmed in writing by delivery of Piper Sandler’s written opinion addressed to the iCAD Board dated April 15, 2025), to the effect that, as of such date and based on and subject to various procedures followed, assumptions made, qualifications and limitations on the review undertaken and the other matters considered by Piper Sandler in connection with the preparation of its opinion, the Exchange Ratio was fair, from a financial point of view, to the holders of iCAD Common Stock who would receive RadNet Common Stock in the Merger. Following discussion and recommendation of the Strategic Committee, the iCAD Board unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Merger, on the terms and subject to the conditions set forth therein, (ii) determined that the Merger Agreement and the consummation of the transactions contemplated thereby, (including the Merger), are advisable and fair to, and in the best interests of, iCAD and the stockholders of iCAD, (iii) resolved to recommend the adoption of the Merger Agreement to the stockholders of iCAD, on the terms and subject to the conditions set forth therein, and (iv) directed that the Merger Agreement be submitted to the stockholders of iCAD for adoption at the Special Meeting. For the basis of the iCAD Board’s determination in this regard, please see “— Recommendation of the iCAD Board of Directors and Reasons for the Merger.”

Later that day on April 15, 2025, the Merger Agreement was executed by iCAD and RadNet. Following the closing of trading on the U.S. public stock markets, RadNet and iCAD issued a joint press release announcing the execution of the Merger Agreement.

On April 17, 2025, iCAD and RadNet amended the Non-Disclosure Agreement to extend the term to April 19, 2026.

 Recommendation of the iCAD Board of Directors and Reasons for the Merger

At a meeting held on April 15, 2025, the iCAD Board unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Merger, on the terms and subject to the conditions set forth therein, (ii) determined that the Merger Agreement and the transactions contemplated thereby, (including the Merger), are advisable and fair to, and in the best interests of, iCAD and the stockholders of iCAD, (iii) resolved to recommend the adoption of the Merger Agreement to the stockholders of iCAD, on the terms and subject to the conditions set forth therein, and (iv) directed that the Merger Agreement be submitted to the stockholders of iCAD for adoption at the Special Meeting. Accordingly, the iCAD Board unanimously recommends that holders of iCAD Common Stock vote “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, the iCAD Board consulted with its senior management and legal and financial advisor, and considered and analyzed a range of factors. In the course of reaching its determination to approve the terms of the Merger Agreement and the Merger and to recommend that stockholders approve the terms of the Merger Agreement and the Merger, the iCAD Board considered numerous factors, including the following material factors and benefits, each of which the iCAD Board of Directors believed supported its unanimous determination and recommendation:

In the course of reaching the determinations and decisions and making the recommendation described above, the iCAD Board, in consultation with iCAD’s senior management, outside legal counsel, and financial advisor, also considered the risks and potentially negative factors relating to the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, including the following material factors (which factors are not necessarily exhaustive or presented in order of relative importance):

The iCAD Board believed that, overall, the potential benefits of the Merger to iCAD stockholders substantially outweighed the risks and uncertainties of the Merger.

The foregoing discussion of factors considered by the iCAD Board contains the material factors considered by the iCAD Board, but is not in any way intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger, the iCAD Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Each member of the iCAD Board applied his or her own business judgment to the process and may have given different weight to different factors. The iCAD Board did not undertake to make any specific determination as to whether any factor or any particular aspect of a factor supported or did not support its ultimate determination. Rather, the iCAD Board based its recommendation on the totality of the information presented.

RadNet’s Reasons for the Merger

After careful consideration, the RadNet Board unanimously determined that the Merger and the related transactions contemplated thereby were advisable and in the best interests of RadNet and its stockholders.

In making its determination, the RadNet Board held a number of meetings, consulted with RadNet’s senior management and its outside legal advisors, Perkins Coie, and considered the business, assets and liabilities, results of operations, financial performance, strategic direction and prospects of RadNet and iCAD. The RadNet Board considered a number of factors, including the following (not necessarily presented in order of relative importance to the RadNet Board):

Strategic and Financial Factors. The RadNet Board believes that the Merger presents, and is expected to provide, a number of significant strategic and financial opportunities and benefits to RadNet and its stockholders, including the following:

Other Factors. In addition to considering the strategic and financial factors described above, the RadNet Board considered the following additional factors, all of which it viewed as supporting its decision to approve the Merger:

The RadNet Board also considered the following specific aspects of the Merger Agreement:

The RadNet Board weighed these advantages and opportunities against a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Merger Agreement and the Merger, including (not necessarily presented in order of relative importance to the RadNet Board):

The RadNet Board considered all of these factors as a whole and, on balance, concluded that it supported a favorable determination to enter into the Merger Agreement.

The foregoing discussion of the information and factors that the RadNet Board considered is not intended to be exhaustive, but rather is meant to include the material factors that the RadNet Board considered. The RadNet Board collectively reached the conclusion to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement in light of the various factors described above and other factors that the members of the RadNet Board believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the RadNet Board considered in connection with its evaluation of the Merger, the RadNet Board did not find it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the RadNet Board. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing description of RadNet’s consideration of the factors supporting the Merger is forward-looking in nature. This information should be read in light of the factors discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements” of this proxy statement/prospectus.

Certain iCAD Unaudited Prospective Financial Information

iCAD does not as a matter of course publicly disclose long term projections as to future performance, operating income or other financial results. However, iCAD’s management prepared projections for the years ending December 31, 2025 through December 31, 2029 (the “Projections”) that were utilized in connection with the Merger. The Projections are included in this proxy statement/prospectus only because (1) portions of the Projections through the year ending December 31, 2029 were made available to RadNet in connection with RadNet’s due diligence review of iCAD; (2) the Projections were made available to the RadNet Board in connection with its consideration of the Merger; and (3) the Projections were made available to Piper Sandler, iCAD’s financial advisor, as more fully described below in the section titled “— Opinion of iCAD’s Financial Advisor.” The Projections are not included in this proxy statement/prospectus to influence any stockholder to make any investment decision with respect to the Merger.

The Projections are forward-looking statements. Important factors that may affect actual results and cause the Projections not to be achieved include, but are not limited to, the risks and uncertainties described below and those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this proxy statement/prospectus. Although the Projections are presented with numerical specificity, they reflect numerous estimates and assumptions made by iCAD with respect to industry performance, general business, economic, regulatory, market and financial conditions, geographical expansion and other future events, as well as matters specific to iCAD’s business, all of which are difficult or impossible to predict accurately and many of which are beyond iCAD’s control. The Projections reflect assumptions as to certain potential business decisions that are subject to change. For example, the Projections take into account the impact of iCAD’s previously disclosed partnership with Google Health, and the transition of iCAD’s business to a platform-based Software-as-a-Service (SaaS) company. The Projections also reflect assumptions regarding the completion of, and receipt of approval from the FDA for, iCAD’s AI-driven Breast Arterial Calcifications (BAC) algorithm.

The Projections cover a number of years and such information by its nature becomes less reliable with each successive year. The Projections were prepared on a standalone basis without giving effect to the Merger. Furthermore, the Projections do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context.

In the view of iCAD’s management, the information in the Projections was prepared on a reasonable basis and reflected the best estimates and judgments available to iCAD’s management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of future results. The Projections reflect subjective judgments and assumptions in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Projections, including, but not limited to, the risk that the proposed transaction may not be completed in a timely basis or at all, that iCAD may be adversely affected by other economic, business and/or competitive factors, and risks related to iCAD’s financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” in iCAD’s annual report for the year ended December 31, 2024, as filed with the SEC on March 31, 2025 and incorporated by reference in this proxy statement/prospectus. Moreover, iCAD operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for iCAD’s management to predict all risks, nor can iCAD assess the effect of all factors on iCAD’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements iCAD may make. There can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than forecast. In addition, the Projections will be affected by iCAD’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Projections cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such.

The Projections were not prepared with a view toward public disclosure nor were they prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The inclusion of the Projections should not be regarded as an indication that iCAD, Piper Sandler, any of their respective affiliates, officers, directors, advisors or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Projections herein should not be deemed an admission or representation by iCAD that it views such Projections as material information. The inclusion of the Projections in this proxy statement/prospectus should not be regarded as an indication that the Projections will necessarily be predictive of actual future events given the inherent risks and uncertainties associated with such long-range forecasts. No representation is made by iCAD or any other person regarding the Projections or iCAD’s ultimate performance compared to such information. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about iCAD contained in its public filings with the SEC. For additional information, see the section titled “Where You Can Find More Information” of this proxy statement/prospectus. In light of the foregoing factors, and the uncertainties inherent in the Projections, stockholders are cautioned not to place undue, if any, reliance on the Projections.

The Projections included in this document have been prepared by, and are solely the responsibility of, iCAD’s management. Neither iCAD’s independent auditor, BDO USA, P.C., nor any other independent accountant has compiled, examined or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Projections. The report of BDO USA, P.C. incorporated by reference relates solely to iCAD’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

Some of the Projections are “non-GAAP financial measures,” such as EBITDA and EBITDA Margin (as defined below), which are financial performance measures that are not calculated in accordance with the published guidelines of the SEC regarding projections or GAAP. iCAD uses these non-GAAP financial measures to evaluate operating performance and believes that these non-GAAP financial measures are useful to enable investors and other external parties to understand iCAD’s projected performance. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The financial measures included in the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measure were not provided to or relied upon by the iCAD Board, Piper Sandler, RadNet or the RadNet Board.

The following table presents a summary of the Projections (in millions):

Notes:

(1): Includes depreciations and amortization expenses from cost of goods sold and operating expenses.

(2): EBITDA is a non-GAAP financial measure and is defined as GAAP earnings before interest, taxes, depreciation and amortization . The figures presented reflect stock based compensation as a cash expense.

(3): At the direction of iCAD management, Unlevered Free Cash Flow was calculated by Piper Sandler using the prospective financial information included in the Projections and other financial information provided by iCAD management, which calculation was reviewed and approved by iCAD management. Unlevered Free Cash Flow is a non-GAAP financial measure and is defined as earnings before interest and taxes, less taxes, plus depreciation and amortization, less increases in net working capital and capital expenditures. Unlevered Free Cash Flow should not be considered as an alternative to net income, net cash provided by operating activities, or any other items calculated in accordance with GAAP, or as an indicator of iCAD’s operating performance. The Unlevered Free Cash Flow figures presented in the column “CY2025E” are for the 9 months ending December 31, 2025 only.

Except as required by applicable law, iCAD does not intend to update or otherwise revise the Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such forecast are no longer appropriate.

Opinion of iCAD’s Financial Advisor

On April 15, 2025, Piper Sandler rendered its oral opinion to the iCAD Board, which was subsequently confirmed in writing by delivery of Piper Sandler’s written opinion, dated April 15, 2025, to the effect that, as of such date, and based upon and subject to the various assumptions and limitations set forth in its written opinion, the Exchange Ratio was fair, from a financial point of view, to the holders of iCAD Common Stock who will receive RadNet Common Stock in the Merger.

The full text of Piper Sandler’s written opinion dated April 15, 2025, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Piper Sandler in rendering its opinion, is attached as Annex B to this proxy statement/prospectus. Piper Sandler’s opinion addressed solely the fairness, from a financial point of view, to the holders of iCAD Common Stock, of the Exchange Ratio and does not address any other terms or agreement relating to the Merger or any other terms of the Merger Agreement. Piper Sandler’s opinion was directed to the iCAD Board in connection with its consideration of the Merger and was not intended to be, and does not constitute, a recommendation to any iCAD stockholder as to how such stockholder should act or vote with respect to the Merger or any other matter. Piper Sandler’s opinion was approved for issuance by the Piper Sandler opinion committee.

In connection with rendering the opinion described above and performing its related financial analyses, Piper Sandler, among other things:

In addition, Piper Sandler conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as Piper Sandler deemed necessary in arriving at its opinion.

The following is a summary of the material financial analyses performed by Piper Sandler in connection with the preparation of its fairness opinion and reviewed with the iCAD Board at a meeting held on April 15, 2025.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Sandler. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper Sandler or the iCAD Board. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 14, 2025, and is not necessarily indicative of current market conditions.

Unless the context indicates otherwise, for purposes of the financial analyses described below, Piper Sandler calculated enterprise value (“EV”); defined as the relevant company’s common equity value, plus book value of preferred stock, plus debt, plus capital and operating leases, less cash and cash equivalents, and less short and long term investments (“net debt”), plus, where applicable, book value of non-controlling interests).

Specifically, Piper Sandler calculated (a) EV for each publicly traded company included in the selected public companies analysis, based on (i) the market value of the relevant company’s common equity, using closing stock prices on April 14, 2025, and (ii) the relevant company’s net debt as of such company’s most recently reported quarter end, and (b) EV for each target company included in the selected M&A transactions analysis, based on (i) the implied value of the relevant target company’s common equity using the implied purchase price paid for such target company’s common equity in the relevant M&A transaction and the relevant target company’s net debt as of such target company’s most recently reported quarter end immediately prior to announcement of the relevant M&A transaction (in the case of M&A transactions involving the acquisition of public companies), or otherwise (ii) the publicly announced EV for the target company at the time of announcement of the relevant M&A transaction.

References to (a) “LTM” or “last twelve months” historical financial information are references to (i) for each publicly traded company included in the selected public companies analysis (including iCAD), the last twelve-month period for which financial information was publicly available as of April 14, 2025, based on such publicly available information, and (ii) for each target company included in the selected M&A transactions, the last twelve-month period for which financial information was (x) publicly available as of immediately prior to the announcement of the relevant M&A transaction, based on such publicly available information, or (y) available to Piper Sandler as of immediately prior to the announcement of the relevant M&A transaction, based on such internal non-public transaction information, (b) “FTM” or “forward twelve months” projected financial information are references to (i) for each target company included in the selected M&A transactions analysis, the twelve-month period immediately following the LTM period, based on Wall Street consensus research estimates (“Consensus Estimates”), disclosure by such target company or otherwise available to Piper Sandler, at the time of announcement of the relevant transaction, and (ii) for iCAD, the twelve-month period immediately following the LTM period, based on estimates provided to Piper Sandler by management of iCAD, and (c) “EBITDA” mean GAAP earnings before interest, taxes, depreciation and amortization. For iCAD, diluted shares were calculated using the treasury stock method as of March 31, 2025. For all other publicly traded companies, diluted shares were calculated using the treasury stock method and financial information that was publicly available as of April 14, 2025.

For purposes of certain analyses described below, the term “Implied Per Share Merger Consideration” refers to the implied per share value of the merger consideration of $3.61, based on the Exchange Ratio of 0.0677 shares of RadNet Common Stock per share of iCAD Common Stock and the closing price per share of RadNet Common Stock on April 14, 2025 of $53.36 (the “RadNet Closing Stock Price”).

Selected Public Companies Analysis

Select Unprofitable Growth Medical Technology Companies

Piper Sandler reviewed, among other things, historical 2024 financial information for iCAD, as well as projected financial data for iCAD prepared by iCAD management for the years ending December 31, 2025 and 2026 (see the section titled “—Certain iCAD Unaudited Prospective Financial Information”), and compared such data to corresponding historical financial information and Consensus Estimates for the public companies that Piper Sandler considered to be U.S. listed companies in the medical technology industry with (i) LTM revenue less than or equal to $500 million, (ii) projected revenue growth in 2026 between 5% to 20%, (iii) LTM gross margin greater than or equal to 65%, and (iv) LTM EBITDA less than $0.

Piper Sandler selected the following companies:

For this selected medical technology public companies analysis, Piper Sandler compared, among other things, the implied (i) EV/revenue multiple for each of 2024, 2025 and 2026 for iCAD and (ii) EV/gross profit multiple for each of 2024, 2025 and 2026 for iCAD, based on the Implied Per Share Merger Consideration, to the corresponding multiple for the selected unprofitable growth medical technology public companies. The historical 2024 revenue and gross profit financial information for each of iCAD and the selected public companies was based on historical financial information as described above, and the projected 2025 and 2026 revenue and gross profit financial information for each of iCAD and the selected medical technology public companies, was (i) for iCAD, based on estimates provided to Piper Sandler by iCAD management (see the section titled “—Certain iCAD Unaudited Prospective Financial Information”) and (ii) for the selected medical technology public companies, based on Consensus Estimates publicly available as of April 14, 2025.

This analysis indicated the following implied multiples:

Piper Sandler then applied such multiples to iCAD’s (i) 2024 historical revenue and 2025 and 2026 projected revenue and (ii) 2024 historical gross profit and 2025 and 2026 projected gross profit in order to derive implied enterprise values for iCAD, after which Piper Sandler derived implied per share values using the balance sheet data and diluted share information described above. Piper Sandler did not take into account the net present value of current and estimated future net operating losses (“NOLs”) available to iCAD in performing this analysis. Piper Sandler observed that based on the mean and median for each analysis, the ranges of implied per share values for iCAD Common Stock, as compared to the Implied Per Share Merger Consideration, were as follows:

Based on the per share value reference ranges for iCAD Common Stock described above, Piper Sandler then converted each of the mean and median per share values implied by the selected public companies analysis to the corresponding implied exchange ratios derived from the RadNet Closing Stock Price. Piper Sandler observed that based on the mean and median for each analysis, the ranges of implied exchange ratios, as compared to the Exchange Ratio, were as follows:

Selected M&A Transactions Analysis

Select Unprofitable Growth Medical Technology Companies

Piper Sandler reviewed M&A transactions announced since January 1, 2014 involving those public and private target businesses for which Piper Sandler had access to sufficient financial information and that Piper Sandler considered to be in the medical technology industry with (i) LTM revenue less than or equal to $500 million, (ii) projected FTM revenue growth between 5% and 20%, (iii) LTM gross margin greater than or equal to 65%, and (iv) LTM EBITDA less than $0.

Based on these criteria, the following 11 transactions were selected:

For this selected medical technology M&A transactions analysis, Piper Sandler compared, among other things, the implied (i) EV/revenue multiple for each of LTM and FTM and (ii) EV/gross profit multiple for each of LTM and FTM for iCAD, to the corresponding multiples for each selected M&A transaction. Piper Sandler compared multiples for iCAD to the corresponding multiple for each selected M&A transaction, based on the Implied Per Share Merger Consideration.

This analysis indicated the following implied multiples:

Piper Sandler then applied such multiples to iCAD’s LTM revenue, FTM revenue, LTM gross profit and FTM gross profit in order to derive implied enterprise values for iCAD, after which Piper Sandler derived implied per share values using the balance sheet data and diluted share information described above. Piper Sandler did not take into account the net present value of current and estimated future NOLs available to iCAD in performing this analysis. Piper Sandler observed that based on the mean and median for each analysis, the ranges of implied per share values for iCAD Common Stock, based on each of (i) all selected unprofitable growth medical technology M&A transactions (since 2014), and (ii) selected unprofitable growth medical technology M&A transactions since 2020, as compared to the Implied Per Share Merger Consideration, were as follows:

All Selected Unprofitable Growth Medical Technology M&A Transactions

Selected Unprofitable Growth Medical Technology M&A Transactions Since 2020

Based on the per share value reference ranges for iCAD Common Stock described above, Piper Sandler then converted each of the mean and median per share values implied by each of (i) all selected unprofitable growth medical technology M&A transactions analysis (since 2014) and (ii) selected unprofitable growth medical technology M&A transactions since 2020 analysis, to the corresponding implied exchange ratios derived from the RadNet Closing Stock Price. Piper Sandler observed that based on the mean and median for each analysis, the ranges of implied exchange ratios, as compared to the Exchange Ratio, were as follows:

All Selected Unprofitable Growth Medical Technology Transactions

 Selected Unprofitable Growth Medical Technology Transactions Since 2020

Discounted Cash Flows Analysis

Using a discounted cash flows analysis, Piper Sandler calculated an estimated range of theoretical enterprise values for iCAD based on the net present value of (i) projected unlevered after tax free cash flows from April 1, 2025 to December 31, 2029 (which included the present value impact of current and estimated future NOLs usage available to iCAD through December 31, 2036 of approximately $10 million), discounted back to March 31, 2025, and (ii) a projected terminal value at December 31, 2029 calculated using a terminal year revenue multiple ranging from 2.5x to 4.0x, discounted back to March 31, 2025. The after-tax free cash flows for each year were calculated based on estimates provided to Piper Sandler by iCAD management (see the section titled “—Certain iCAD Unaudited Prospective Financial Information”). Piper Sandler calculated the range of net present values for unlevered free cash flows for such periods, as well as the terminal value, based on a range of discount rates of 19.6% to 20.4%, based on its estimation of iCAD’s weighted average cost of capital using the capital asset pricing model, together with a size premium, in order to derive a range of implied enterprise values for iCAD. Piper Sandler then derived a range of implied per share values for iCAD Common Stock using the balance sheet data and diluted share information described above. Piper Sandler observed that based on the mean and median, the range of implied per share values for iCAD Common Stock, was $2.97—$4.15, as compared to the Implied Per Share Merger Consideration of $3.61. Based on these per share value reference ranges for iCAD Common Stock, Piper Sandler then converted each of the mean and median per share values implied by the discounted cash flow analysis to the corresponding implied exchange ratios derived from the RadNet Closing Stock Price. Piper Sandler observed that based on the mean and median for the discounted cash flow analysis, the ranges of implied exchange ratios, was 0.0557—0.0778, as compared to the Implied Exchange Ratio of 0.0677.

Other Information

Piper Sandler also noted for the iCAD Board, among other things, the following additional information that was not relied upon in rendering its opinion but was provided for informational purposes.

This analysis indicated the following implied multiples: