Material Agreement, Financial Obligation, Private Placement, Corporate Action, Changes in Control, Amendments to Bylaws, Management Change/Compensation, Termination of Material[...]

Item 1.01Entry into a Material Definitive Agreement.

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Exit Credit Agreement

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On the Effective Date and in connection with the Plan, the Company, as borrower, the guarantors, the lender party thereto and Wilmington Savings Fund Society, FSB ("WSFS"), as administrative agent and collateral agent, entered into a term loan credit agreement (the "Exit Credit Agreement"). The Exit Credit Agreement provides for $10.0 million in aggregate principal amount of senior secured term loans maturing on April 20, 2034 (the "New Term Loan Facility"). On the earlier of the maturity date and the date upon which all payments under the Zynex Non-Prosecution Agreement dated as of February 17, 2026 among the Company and United States Attorney's Office for the District of Rhode Island, are made, all obligations under the New Term Loan Facility will be automatically converted into common stock of the Company at the then applicable conversion rate based on fair market value of the common stock of the Company at that time.

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All obligations under the Exit Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company's current and future subsidiaries. All obligations under the Exit Credit Agreement, and the guarantees of those obligations, are or will be secured by substantially all of the assets of the Company and each guarantor (subject to certain exceptions).

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The New Term Loan Facility will require the Company to prepay outstanding term loans, subject to certain exceptions, with 100% of the proceeds of any debt incurrence that does not otherwise constitute permitted indebtedness under the Exit Credit Agreement and upon a change of control.

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Borrowings under the New Term Loan Facility will bear interest, paid in kind, at a rate per annum equal to the applicable federal rate.

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The Exit Credit Agreement contains other customary terms, including (1) representations, warranties and affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt, amendments of material agreements governing subordinated indebtedness, changes to lines of business and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default.

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Item 1.02.Termination of a Material Definitive Agreement.

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DIP Credit Facility

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On December 17, 2025, the Company entered into a delayed draw senior secured debtor-in-possession term loan in an aggregate principal amount of $22.3 million (the "DIP Facility") on the terms and conditions set forth in the DIP Facility credit agreement (the "DIP Credit Agreement") between the Company Parties, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. The material terms of the DIP Credit Agreement were previously described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 18, 2025 and are incorporated by reference herein. On the Effective Date, pursuant to the Plan, all outstanding obligations under the DIP Facility and the DIP Credit Agreement were discharged and the liens and mortgages related thereto were released.

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Convertible Senior Notes

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On May 9, 2023, the Company issued $60.0 million in aggregate principal amount of its 5.00% Convertible Senior Notes due 2026 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of May 9, 2023 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee. The material terms of the Notes and the Indenture were previously described in the Company's Current Report on Form 8-K filed with the SEC on May 9, 2023 and are incorporated by reference herein. On the Effective Date, pursuant to the Plan, all outstanding obligations under the Notes and the Indenture were discharged.

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Cancellation of Certain Existing Security Interests

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In accordance with the Plan, on the Effective Date, all outstanding equity interests in the Company, including all outstanding shares of the Company's common stock and all shares of the Company's common stock issuable under equity awards granted under any of the Company's incentive plans, were canceled, released, and extinguished and are of no further force and effect without any need for a holder of such common stock to take further action with respect thereto.

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The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the Exit Credit Agreement is incorporated herein by reference.

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Item 3.02.Unregistered Sales of Equity Securities.

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On the Effective Date, in connection with the Company's emergence from the Chapter 11 Cases and in accordance with the terms of the Plan, the Company issued an aggregate of 1,000 shares of common stock, $0.001 par value per share (the "New Common Stock") to Altivera Medical Holdings LLC, the Plan Sponsor under the Plan (the "Plan Sponsor").

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The issuance of the shares of New Common Stock to the Plan Sponsor was in reliance upon the exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), including pursuant to Section 1145 of the Bankruptcy Code to the fullest extent applicable.

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Item 3.03.Material Modification to Rights of Security Holders.

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The information set forth in the Introductory Note and Items 1.01, 1.02 (under the subheading "Cancellation of Certain Existing Security Interests"), 3.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 5.01.Changes in Control of Registrant.

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On the Effective Date, all previously issued and outstanding equity interests in the Company were cancelled and extinguished. Pursuant to the Plan, the Plan Sponsor received 100% of the shares of the Common Stock.

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The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

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In connection with the Company's emergence from the Chapter 11 Cases and effective as of the Effective Date, Steven Dyson, Jacob Mercer, Keith Fischer and David Ashley Lee were appointed as the directors of the Plan Sponsor, the sole shareholder of the reorganized Company. Effective as of the Effective Date, the directors of the Company were removed from their positions as directors and Vikram Bajaj and John Bibb were appointed as directors of the Company. Pursuant to the Plan, the officers of the Company remain as officers of the Company in the same capacities as prior to the Effective Date. Director and officer compensation will be determined by the applicable governing bodies.

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Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Pursuant to the Plan, the Company amended and restated its articles of incorporation (the "Articles") and bylaws (the "Bylaws"), each of which became effective on the Effective Date and forms of which were disclosed in the plan supplement filed with the Bankruptcy Court. The principal changes to the Articles and the Bylaws are described below.

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Articles

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The Articles authorizes the Company to issue up to 1,000,000 shares of Common Stock, with a par value of $0.001 per share. The Articles do not authorize the issuance of any other class of capital stock.

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Bylaws

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The Bylaws provide that for a special meeting of the shareholders to be called at any time by the Board of Directors, the President or the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at such meeting. The Bylaws establish that each outstanding share of stock is entitled to one vote on each matter submitted to a vote and a majority vote shall constitute the act of the stockholders, except, in each case as may otherwise be provided in the Bylaws or the Articles. The Bylaws also provide for action by written consent of the stockholders.

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The Bylaws removed the nominations and proposals by stockholders provisions and provided that special meetings of the Board of Directors may be called by the Chief Executive Officer or President with one day written notice. The Bylaws also provide for the election of a chairman to preside over meetings as well as for the resignation at any time by a director upon notice to the Board of Directors, its chair or to the Secretary of the Company. The Bylaws also provide that all transfers will be reflected on the books of the Company.

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The foregoing summaries of the principal changes to each of the Articles and Bylaws do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Articles and the Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference. In addition, marked copies of the Articles and Bylaws showing all changes from the respective prior versions are attached hereto as Exhibits 3.3 and 3.4, respectively.

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