RadNet, Inc.

Current report

Risks Relating to the Mergers

Current report

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

Current report

The obligation of each of RadNet, Purchaser, ONRAD, and the Merger Subs to complete the Mergers is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of a number of conditions set forth in the Merger Agreement, including customary regulatory approvals and closing conditions.

Current report

Many of the conditions to completion of the Mergers are not within our or ONRAD’s control, and neither we nor ONRAD can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the termination date set forth in the Merger Agreement, it is possible that the Merger Agreement may be terminated. Although the parties to the Merger Agreement have agreed to cooperate with each other and take all actions necessary, proper or advisable to consummate the transactions contemplated by the Merger Agreement as promptly as reasonably practicable, these and other conditions to the completion of the Mergers may fail to be satisfied. In addition, satisfying the conditions to and completion of the Mergers may take longer, and could cost more, than we expect.

Current report

Furthermore, the requirements for obtaining the required regulatory clearances and approvals could delay the completion of the Mergers for a significant period of time or prevent the Mergers from occurring. Any delay in completing the Mergers may adversely affect the cost savings and other benefits that we expect to achieve if the Mergers and the integration of ONRAD’s business are not completed within the expected time frame.

Current report

There can be no assurance that the conditions to the Closing will be satisfied, waived or fulfilled in a timely fashion or that the Mergers will be completed.

Current report

For additional information related to the Merger Agreement, please refer to our Current Report on Form 8-K filed with the SEC on October 26, 2026 (the “October Form 8-K”). The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the October Form 8-K and as Exhibit 2.1 filed herewith.

Current report

Our business relationships may be subject to disruption due to uncertainty associated with the Mergers.

Current report

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

Current report

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

Current report

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.

Current report

Lawsuits may be filed against us and/or our directors and officers in connection with the Mergers. These lawsuits could prevent or delay the completion of the Mergers and result in significant costs to us, 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.

Current report

We will incur significant transaction and Merger-related costs in connection with the Mergers.

Current report

We expect to incur a number of non-recurring costs associated with the Mergers and combining the operations of the two companies. The significant, non-recurring costs associated with the Mergers include, among others, fees and expenses of financial, legal, accounting and other advisors and representatives. Some of these costs have already been incurred or may be incurred regardless of whether the Mergers are completed, including a portion of the fees and expenses of advisors and representatives. We 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. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Mergers and the integration of the two companies’ businesses.