UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 2229, 2026

ZYNEX, INC.

(Exact name of registrant as specified in its charter)


Nevada (State or other jurisdiction of incorporation)		001-38804 (Commission File Number)		90-0275169 (IRS Employer Identification No.)

9655 Maroon Circle, Englewood, CO (Address of principal executive offices)				80112 (Zip Code)

Registrant’s telephone number, including area code: (800) 495-6670

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Common Stock, $0.001 par value per share	~~ZYXI~~ZYXIQ	~~The~~OTC ~~Nasdaq~~Markets ~~Stock~~Group, ~~Market LLC~~Inc.*

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

*On December 17, 2025, Zynex, Inc. (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined to delist the Company’s common stock as a result of the Company and certain of its subsidiaries commencing voluntary cases under chapter 11 of title 11 of the United States Code on December 15, 2025. On December 24, 2025, the Company’s common stock was suspended from trading on Nasdaq and began trading on the Pink Limited Market, operated by OTC Markets Group, under the symbol “ZYXIQ.” ~~The~~On ~~delisting~~January of23, ~~the~~2026, ~~Company’s common stock from~~ Nasdaq ~~will become effective 10 calendar days after Nasdaq has~~ filed a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”), which became effective 10 calendar days after such filing on February 2, 2026. The deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, will be effective 90 days, or such shorter period as the SEC may determine, after the filing of the Form 25.

Item 51.~~02.Departure~~03Bankruptcy ~~of Directors~~ or ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Receivership.

OnAs ~~January~~previously 22reported, ~~2026,~~beginning ~~the~~on ~~Board~~December of15, ~~Directors~~2025 ~~of the Company~~ (the “~~Board~~Petition Date”), of Zynex, Inc. (the “Company”) ~~determined~~and tocertain ~~(i)~~of ~~remove~~its ~~Thomas~~subsidiaries ~~Sandgaard~~(collectively, ~~from~~the ~~all~~“Company ~~positions~~Subsidiary heParties” ~~holds~~and together with the Company, ~~and~~the ~~its~~“Company ~~subsidiaries,~~Parties”) ~~including~~filed asvoluntary ~~Chair~~petitions ~~and~~(the ~~member~~“Chapter of11 ~~the~~Cases”) ~~Board,~~under ~~and~~chapter ~~Chair~~11 ~~and~~of ~~member~~title 11 of the ~~Technology~~United ~~Committee~~States ofCode (the ~~Board,~~“Bankruptcy ~~effective~~Code”) ~~immediately,~~in ~~and~~the ~~(ii) terminate~~United ~~and~~States ~~cancel~~Bankruptcy ~~all~~Court ~~unvested~~for ~~equity~~the ~~awards~~Southern ~~previously~~District ~~granted~~of toTexas Mr(the “Court”). ~~Sandgaard~~The inChapter ~~connection~~11 ~~with~~Cases ~~such~~are ~~positions,~~being ~~and~~jointly ~~(iii)~~administered ~~terminate~~under ~~all~~the ~~existing~~caption ~~cash~~In ~~compensation~~re ~~arrangements~~Zynex, ~~with~~Inc., Mret al., ~~Sandgaard~~Case No. 25-90810.

OnAmended January 21, 2026, Mr. Sandgaard was indicted by a federal grand jury for alleged health care and securities fraud related offenses. Following inquiry into and consideration of the accusations and factual claims in the documents charging Mr. Sandgaard, the Board has determined that Mr. Sandgaard has violated the Company’s Code of Business Conduct and Ethics (the “Code of Ethics”) and that it is advisable and in the best interests of the Company and its stockholders to remove Mr. Sandgaard from all positions he holds with the Company.Plan

~~Mr.~~As ~~Sandgaard~~previously ~~has~~reported, ~~been~~on ~~furnished~~January 14, 2026, the Company Parties filed with athe ~~copy~~Court the Combined Disclosure Statement and Joint Plan of ~~this~~Reorganization ~~Current~~of ~~Report~~Zynex, onInc. ~~Form~~and ~~8-K~~its Affiliated Debtors Pursuant to Chapter 11 of the Bankruptcy Code (the “Initial Disclosure Statement,” “Initial Plan and ~~will~~Disclosure beStatement,” ~~given~~or an“Initial ~~opportunity~~Plan,” toas ~~respond~~applicable) [Docket No. ~~Any~~175], ~~response~~as ~~received~~contemplated ~~from~~by ~~Mr.~~the ~~Sandgaard~~Restructuring ~~will~~Support beAgreement, ~~filed~~dated asDecember an15, ~~amendment~~2025, ~~hereto~~among the Company Parties and certain consenting creditors (the “RSA”) (the “Restructuring Transactions”).

InOn ~~connection~~January 29, 2026, the Company filed with the ~~removal~~Court an Amended Combined Disclosure Statement and Joint Plan of ~~Mr.~~Reorganization ~~Sandgaard~~of Zynex, onInc. ~~January~~and ~~22,~~its ~~2026,~~Affiliated Debtors Pursuant to Chapter 11 of the ~~Board~~Bankruptcy ~~appointed~~Code ~~Steven~~[Docket ~~Dyson~~No. 225]. On February 1, 2026, the Company’s ~~Chief~~filed ~~Executive~~with ~~Officer~~the Court a Second Amended Combined Disclosure Statement and ~~current~~Joint ~~member~~Plan of ~~the~~Reorganization ~~Board~~of Zynex, toInc. ~~serve~~and asits ~~Chair~~Affiliated Debtors Pursuant to Chapter 11 of the ~~Board~~Bankruptcy Code (as amended, ~~effective~~supplemented, ~~immediately~~or otherwise modified from time to time, the “Plan”) [Docket No. 235].

InThe ~~addition,~~Plan onis ~~January~~consistent ~~22,~~with ~~2026,~~the terms of the ~~Board~~RSA ~~approved~~and aprovided ~~decrease~~for, inamong other things, the ~~number~~consummation of ~~directors~~an ~~constituting~~equity ~~the~~transaction ~~full~~with ~~Board~~a ~~from~~“Plan ~~seven~~Sponsor,” to ~~six~~be ~~directors~~determined in ~~accordance~~connection with ~~the~~a ~~Company’s~~parallel ~~Articles~~Sale ofProcess ~~Incorporation~~(as defined in the Plan) and ~~Bylaws~~for Excess Sale Proceeds (as defined in the Plan), ~~effective~~if ~~immediately~~any, to be distributed in accordance with the Plan.

~~Item~~The 7Plan made changes to the Initial Plan including, but not limited to, (i) implementing a global settlement (the “Global Settlement”) by and among the Company Parties, the Ad Hoc Noteholder Group (as defined in the Plan) and the Official Committee of Unsecured Creditors of the Company Parties, resolving all disputes and potential litigation of all claims and controversies relating to the Company Parties and the Plan having terms set forth in a term sheet attached to the Plan (the “Global Settlement Term Sheet”) and (ii) establishing a trust for the benefit of holders of Allowed Convertible Notes Claims and Allowed General Unsecured Claims (in each case as defined in the Plan) to be funded on the effective date of the Plan by, among other things, $750,000 of initial funding, the Company Parties’ D&O Insurance Policies and certain Estate Claims and Causes of Action (in each case as defined in the Plan).~~01.Regulation~~ FDThe ~~Disclosure~~key terms of the Global Settlement are subject to definitive documentation in the form of a trust agreement and related documentation to be filed in a supplement to the Plan.

OnThis ~~January~~announcement ~~22,~~is ~~2026,~~not ~~the~~intended ~~Company~~to ~~issued~~be, anor ~~press~~should ~~release~~it ~~announcing~~be ~~the~~construed ~~removal~~as, ofa ~~Mr.~~solicitation ~~Sandgaard~~for ~~from~~a ~~the~~vote ~~Board~~on ~~and~~ the ~~Company’s response to related events~~Plan. ANor ~~copy~~should ofit ~~the~~be ~~press~~construed ~~release is attached hereto~~ as ~~Exhibit~~a ~~99.1~~solicitation ~~and~~for ~~incorporated~~any ~~herein by reference~~investment.

~~The~~Additional information ~~contained~~about inthe ~~Item~~Chapter ~~7.01~~11 ofCases ~~this~~is ~~Current~~available ~~Report~~at ~~on Form 8-K (as to Exhibits 99~~https://dm.~~1),~~epiq11.com/Zynex. isFor ~~being~~copies ~~furnished and shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Plan ~~Exchange~~(including ~~Act~~all ofamendments ~~1934,~~and assupplements ~~amended (the “Exchange Act”~~thereto), orfiled ~~otherwise~~with ~~subject to~~ the ~~liabilities~~Court ofand ~~that~~other ~~Section.~~documents ~~The~~related ~~information contained in Item 7.01 (as~~ to ~~Exhibit~~court ~~99.1)~~supervised ~~of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933~~process, asplease ~~amended~~visit ~~(the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing~~https://dm.epiq11.com/Zynex.

Cautionary Note Regarding the Chapter 11 Cases

The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases ~~(as defined in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 16, 2025)~~ is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 Cases. The Company expects that its equity holders will experience a significant loss on their investment if the Restructuring Transactions are implemented.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, in particular, any statements about our plans, strategies, objectives, initiatives, roadmap and prospects. We generally use the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this Current Report on Form 8-K to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements, include, but are not limited to, statements related to the Restructuring

“anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this Current Report on Form 8-K to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements, include, but are not limited to, statements related to the Restructuring Transactions described above, including the Company’s ability to complete the Restructuring Transactions on the terms contemplated by the RSA, on the timeline contemplated or at all, and the Company’s ability to realize the intended benefits of the Restructuring Transactions. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors. Some of these risks and uncertainties include: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to the Company’s ability to obtain Court approval with respect to motions in the Chapter 11 Cases and approval of requisite stakeholders and confirmation by the Court of the Plan, the effects of the Chapter 11 Cases on the Company and its various constituents, the impact of Court rulings in the Chapter 11 Cases, the ultimate outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, attendant risks associated with restrictions on the Company’s ability to pursue its business strategies while the Chapter 11 Cases are pending, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity, the likelihood of the cancellation of the Company’s common stock in the Chapter 11 Cases, uncertainty regarding the Company’s ability to retain key personnel and management, uncertainty and continuing risks associated with the Company’s ability to achieve its goals and continue as a going concern. Such risks and other factors also include those listed in Part II, Item 1A. “Risk Factors” and in Part I, Item 1A. “Risk Factors” in our 2024 Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2025, Part II, Item 1A. “Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the SEC on July 31, 2025, Part II, Item 1A. “Risk Factors” of the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the SEC on November 17, 2025, and our other filings with the SEC. When considering these forward-looking statements, you should keep in mind the cautionary statements in this report and the documents incorporated by reference. New risks and uncertainties arise from time to time, and we cannot predict those events or how they may affect us. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by applicable laws and regulations.

You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those identified herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of the filing of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events or otherwise.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits


ExhibitNo.		Description
99.1		Press Release, dated January 22, 2026
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


DATED: January 23, 2026	ZYNEX, INC.
DATED: February 2, 2026	ZYNEX, INC.

	By:	/s/ ~~John~~Vikram ~~Bibb~~Bajaj
	Name:	~~John~~Vikram ~~Bibb~~Bajaj
	Title:	Chief ~~Legal~~Financial Officer

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