Lumexa Imaging Holdings, Inc.

S-11 d217676ds1.htm S-1

As filed with the Securities and Exchange Commission on November 17, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

4200 Six Forks Road

Suite 1000

Raleigh, North Carolina 27609

**(919)763-1100 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Caitlin Zulla

Chief Executive Officer

4200 Six Forks Road

Suite 1000

Raleigh, North Carolina 27609

**(919)763-1100 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Lumexa Imaging Holdings, Inc., the registrant whose name appears on the cover of this registration statement, was incorporated under the laws of Delaware on November 14, 2025 as a wholly owned subsidiary of US Radiology Specialists Holdings, LLC which, effective July 8, 2025, changed its name to Lumexa Imaging Equity Holdco, LLC. The consolidated historical financial statements and summary historical consolidated financial data included in this registration statement are those of Lumexa Imaging Equity Holdco, LLC (“Holdings LLC”) and its consolidated subsidiaries, the entity through which the business is presently operated. Immediately prior to the closing of this offering, the registrant will assume control of the business and affairs of the direct and indirect subsidiaries of Holdings LLC.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated , 2025

PRELIMINARY PROSPECTUS

** Shares**

Common Stock

This is our initial public offering. We are selling shares of our common stock, $0.001 par value per share (our “common stock”). We anticipate that the initial public offering price for our common stock will be between $ and $ per share. Currently, no public market exists for our common stock. We have applied to list our common stock on the Nasdaq Global Market (“Nasdaq”) under the symbol “LMRI.”

We have granted the underwriters a 30-day option to purchase up to additional shares of our common stock from us at the initial public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any.

Based on the beneficial ownership of our common stock as of , 2025, after this offering, our executive officers and directors, together with Welsh, Carson, Anderson & Stowe (“WCAS”) and its affiliates, will beneficially own approximately % of our outstanding common stock (assuming no exercise of the underwriters’ option to purchase additional shares of our common stock and no purchases of shares of our common stock in this offering by that group, directly or indirectly). As a result, these stockholders will continue to have significant influence over the outcome of corporate actions requiring stockholder approval. The interests of these stockholders may not be the same as or may even conflict with your interests.

We are an “emerging growth company” as defined in the Securities Act of 1933, as amended (the “Securities Act”), and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings.

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 22 of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”), any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to investors on or about , 2025.

* Joint lead bookrunners in alphabetical order

The date of this prospectus is , 2025