SecProbe.io

July 9, 2025
Caitlin Zulla
Chief Executive Officer
Lumexa Imaging Holdings, Inc.
4200 Six Forks Road, Suite 1000
Raleigh, NC 27609
Re:Lumexa Imaging Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted June 12, 2025
CIK No. 0002071288
Dear Caitlin Zulla:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted June 12, 2025
Overview, page 1
1.We note the disclosure that system-wide revenue is equal to total revenues generated
by all of your outpatient imaging centers and managed physician practices, including
outpatient imaging centers which you consolidate for financial reporting purposes
under GAAP and those which you report using equity method accounting
(unconsolidated affiliates). To provide context for your presentation of system-wide
revenue, please revise the footnote to fully describe this metric, its components and
clarify whether it includes your joint ventures, franchises and variable interest entities.
We note your statements here and throughout the prospectus that you are a “leading,
national provider of diagnostic imaging services,” a “leading national outpatient
imaging platform,” you have partnered with “leading, third-party technology 2.

July 9, 2025
Page 2
providers,” you have built “leading radiology information systems,” and that you have
seven “leading, growth-oriented health systems.” You further disclose that as of
April 30, 2025, you and your affiliates operated the second largest outpatient imaging
center footprint in the United States. Please expand on these statements to quantify
your market share, including disclosing the markets in which you hold “leading”
positions, and clarify how you measure your leading positions. Please additionally
revise your disclosure to describe what is meant by “leading radiology information
systems” and “leading, third-party technology providers” and how you measure their
“leading” positions.
3.We note your disclosure that you believe your high quality care is evidenced by your
“leading physician and patient satisfaction scores.” We note your disclosure of these
surveys later in the prospectus. To provide context for the disclosure, please disclose
the purpose of the surveys and whether the surveys were internally prepared. Please
also expand your disclosure to provide market comparisons to competitors to
clarify your leading position with those scores or revise to state it is your belief that
these physician and patient satisfaction scores are industry leading.
4.We note multiple statements regarding your estimates for your addressable market.
Including, but not limited to, the following:

•You “estimate the total U.S. market for diagnostic imaging services was
approximately $140 billion as of December 31, 2024, across inpatient, hospital
outpatient (“HOPD”), independent diagnostic testing facilities (“IDTFs”),
physician offices and other settings.”
•You estimate that this market grew “at a 4.2% CAGR from 2019 to 2024, led by
IDTF growth of 6.9% over the same period.”
•You “expect the diagnostic imaging services market will continue to grow at a
mid-single digit rate between 2024 and 2030, driven by increasing utilization of
advanced imaging, an aging population and increasing disease prevalence, with
IDTFs growing faster than the broader market.”
•You “estimate the total revenue for IDTFs in the U.S. to be approximately $33
billion for the year ended December 31, 2024.”
•“The outperformance of IDTFs has been primarily driven by patient and payor
preference for receiving the same level of care in a more convenient and less
expensive setting than HOPDs.”
•“Comparable imaging services provided in IDTFs are generally 30% to 50% less
expensive than HOPDs.”
•"[T]here were 101 health systems across our top 20 target MSAs and more than
80% of them did not have an existing imaging joint venture partner, which
presents a large opportunity to facilitate future expansion."

Please provide the material assumptions, limitations, data and methodology
underlying your calculations for these estimates. Also, please define what are high
growth metropolitan statistical areas and what your criteria are for those areas.

July 9, 2025
Page 3
5.We note your disclosure that you have begun implementing third-party clinical,
operational and back-office artificial intelligence (“AI”) solutions across our
operations and that "there is significant ongoing third-party investment and innovation
across the imaging AI ecosystem, and [y]our use of externally sourced AI allows for
accelerated adoption, reduced capital investment and the ability to select and maintain
the most valuable solutions." Please balance your disclosure to clarify that these
statements are aspirational or revise to provide more detail as to how your current AI
abilities allows for accelerated adoption, reduced capital investment and the ability to
select and maintain the most valuable solutions.
Lumexa at a Glance, page 2
6.We note the reference to system-wide outpatient same center revenue growth rate.
Please balance your disclosure by presenting the total consolidated revenue growth
rate.
Commercial, Operational & Clinical Excellence Driving Growth and Margins, Positioning
Lumexa Imaging as the Partner of Choice to . . ., page 9
7.You disclose on pages 9 and 76 the results of the research you commissioned and
present it as support for the need of your referral source relationships. Please disclose
the date of the research and report. Identify the entity that conducted the research and
file the related consent as an exhibit to the registration statement. Refer to Rule 436
and Section 7 of the Securities Act.
Ownership Structure, page 12
8.We note your disclosure that you consolidated 98 of the 181 centers that you operate.
We further note you have seven joint ventures with health system partners, five
physician practices, or “franchise centers,” that have management services contracts
and that you have seven Variable Interest Entities (“VIEs”). Please expand the
narrative description to identify the consolidated centers, the joint venture health
system partners, the franchise centers and your VIEs.
Conflicts of Interest, page 14
9.We note the disclosure that certain of the underwriters or their affiliates are lenders
under the Term Loan, under which certain borrowings are expected to be repaid with
a portion of the aggregate net proceeds from this offering. Please revise this disclosure
to clarify which underwriters and/or their affiliates will receive a portion of the net
proceeds. Please also tell us whether you are required to have a qualified independent
underwriter in accordance with FINRA Rule 5121.
Risk Factors, page 19
We note the disclosure on page F-31 that "the Company determined the VIE
Physician Practices are VIEs due to insufficient equity at risk and/or the holders of the
equity at risk in the VIE Physician Practices (i.e., the Physician Owners) lacking the
power, through voting rights or similar rights, to direct the activities that most
significantly impact the VIE Physician Practices’ economic performance." Please
revise to describe the risks that the VIEs interests may differ from the interests of the 10.

July 9, 2025
Page 4
Company as a whole, which could limit your ability to effectively operate the VIE and
maximize the economic benefits from it.
Organizational Structure, page 48
11.In regard to the formation of Lumexa Imaging Holdings, Inc. and the related
transactions, please address the following:
•Please clearly explain how the formation of Lumexa Imaging Holdings, Inc. will
take place including how it will be determined how many shares of common stock
current unit holders of Lumexa Equity Holdco, LLC will receive. It also appears
that current management will have direct ownership interest in Lumexa Imaging
Holdings, Inc. whereas other existing shareholders will retain ownership interests
in Lumexa Imaging Equity Holdco, LLC. Please clarify;
•Your disclosures on page F-27 refer to an automatic conversion feature in the
event of a conversion to a C Corporation in a public offering. Please clarify
whether these terms will be followed;
•You disclose on page 48 that common units in Holdings LLC having a
distribution threshold and subject to vesting conditions with a value in excess of
such distribution threshold will be converted into shares of common stock based
on the intrinsic value of the awards at the time of this offering. Please better
clarify the terms of the distribution threshold; and
•Please help us better understand the expected timing of the formation of Lumexa
Imaging Holdings, Inc.
12.We note the disclosure that immediately prior to the closing of this offering, common
units in Holdings LLC having a distribution threshold, with a value in excess of such
distribution threshold will be converted into shares of your common stock based on
the intrinsic value of the awards at the time of this offering, as determined by your
board of directors and that Incentive Units for which the participation threshold has
not been achieved will be replaced with replacement stock options under the 2025
Plan in a manner that is intended to preserve the intrinsic value of the Incentive Units,
as determined by your board of directors. Once available, please disclose the number
of common units that will be converted into shares of your common stock.
Capitalization, page 49
13.We note that you intend to use a portion of the net proceeds of this offering to pay
down a portion of outstanding borrowings under the Term Loan. Please tell us what
consideration you gave as to whether pro forma income statement information,
including pro forma earnings per share, should be provided related to
the repayment of these loans. Refer to Rule 11-01(a)(8) of Regulation S-X.
14.Please tell us what consideration you gave to presenting pro forma income statement
information to show the impact of the change in entity from a LLC to a C Corporation
on pro forma income taxes and correspondingly pro forma earnings per share.

July 9, 2025
Page 5
Results of Operations, page 55
15.Pursuant to Item 303(b)(2) of Regulation S-K, please address the following:
•In your discussion of net patient service revenue, please quantify the extent to
which each significant factor impacted revenues, including the extent to which
changes in prices or changes in volume impacted revenue; and
•Please also describe any other significant components of revenues or expenses
that would be material to an understanding of results of operations. Specifically,
we note that your net patient service revenue appears to primarily consist of two
components which are outpatient diagnostic imaging services and professional
services. Please address what consideration was given to discussing these
components separately.
Key Operating Metrics and Non-GAAP Financial Measures, page 59
16.In regards to your presentation of system-wide measures, please address the
following:
•You present various system-wide measures, including system-wide revenue
growth and system-wide outpatient same-center revenue growth. Please clarify in
your disclosures whether professional services revenue is also reflected in
these amounts; and
•Your disclosures on page 60 indicate that you determined that system-wide
revenue is a non-GAAP financial measure. Please help us understand how you
determined it is a non-GAAP financial measure rather than a key operating
metric.
Please refer to SEC Release 33-10751 for additional guidance.
Critical Accounting Policies and Estimates
Goodwill, page 67
17.We note that goodwill represents approximately 48% of your total assets as of
December 31, 2024. In this regard, please consider expanding your disclosures to
provide additional insight regarding your goodwill impairment assessment. For
example, please disclose whether any of your reporting units are at risk of failing step
one of the impairment test pursuant to ASC 350, and for any such reporting unit
please disclose:
•the percentage by which fair value exceeded carrying value at the date of the most
recent test;
•the amount of goodwill allocated to the reporting unit;
•a more detailed description of the methods and key assumptions used and how the
key assumptions were determined;
•a discussion of the degree of uncertainty associated with the assumptions; and
•a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item 303(b)(3) of Regulation S-K.

July 9, 2025
Page 6
Business
Overview, page 68
18.We note your disclosure that you have seven joint venture partnerships with health
systems. Please identify these partners and the material terms of the agreements of
these joint ventures. By way of example only, please revise to include the partnered
health systems, the market, the market share, the number of centers in operation,
number of providers, percentage of your ownership, and financial information such as
how profits, losses, and how cash distributions are "shared" between you and your
partners. In presenting this information, please consider whether tabular information
or diagrams may be helpful to investors.
19.We note your disclosure on page F-9 regarding AHI and your franchise agreements.
Please revise to describe the services that AHI provides to the Franchise Centers and
describe the material terms of the franchise agreements.
De Novo Expansion Strategy Across Existing and New MSAs, page 78
20.We note your disclosure that you build many of your de novo centers with your health
system partners via joint ventures. In regard to these partnerships, please clarify your
role in opening and staffing de novo practices.
Revenues, page F-8
21.Pursuant to ASC 606, please address the following:
•Please disclose the significant payment terms pursuant to ASC 606-10-50-12,
including when payment is typically due and your consideration of whether there
is a significant financing component.  In this regard we note that payment can
exceed 36 months for attorney liens;
•Please disclose revenue recognized in the reporting period from performance
obligations satisfied (or partially satisfied) in previous periods. Refer to ASC 606-
10-50-12A; and
•In regard to your agreements to provide management and administrative services,
please tell us what consideration you gave to providing the disclosures required
by ASC 606-10-50-13 regarding your remaining performance obligations.
Accounts Receivable, page F-10
22.We note that attorney liens represent approximately 36% of your accounts receivable
balance at December 31, 2024. Given the estimated general collection timeframe,
please tell us what consideration you gave as to whether these receivables should be
classified as noncurrent assets. Refer to ASC 210-10-45.
Note 13. Equity, page F-27
Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common units underlying your equity issuances, and
the reasons for any differences between the recent valuations of your common units
leading up to the IPO and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances including unit-based
compensation. In this regard we note that unit-based compensation has been 23.

July 9, 2025
Page 7
significant to