Material Agreement, Bankruptcy, Financial Obligation, Failure to Satisfy Listing Rule (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

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As previously reported, on December 15, 2025 (the "Petition Date"), Zynex, Inc. (the "Company") and certain of its subsidiaries (collectively, the "Company Subsidiary Parties" and together with the Company, the "Company Parties") filed voluntary petitions (the "Chapter 11 Cases") under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the "Court"). On the Petition Date, prior to commencing the Chapter 11 Cases, the Company Parties entered into a restructuring support agreement (including (i) a term sheet annexed thereto setting forth the terms of the DIP Facility (as defined below) (the "DIP Term Sheet") and (ii) a term sheet setting forth the key terms of the restructuring transactions (together with the DIP Facility, the "Restructuring Transactions") and together with all annexes and exhibits thereto, the "RSA") with certain holders of, or investment advisors, sub-advisers or managers of discretionary accounts that hold, the Company's 5.00% Convertible Senior Notes due 2026 (the "Convertible Notes Claims") (collectively, the "Consenting Noteholders") and certain lenders under the DIP Facility (the "RSA DIP Lenders"). The RSA DIP Lenders together with Steven Dyson, our chief executive officer (or an entity controlled by Mr. Dyson) (the "Affiliated Lender" and together with the RSA DIP Lenders, the "DIP Lenders") agreed to provide a $22.3 million delayed draw senior secured debtor-in-possession term loan available in three draws of $10.15 million on initial draw, $5.0 million on the second draw, and $7.15 million on the third draw (the "DIP Facility").

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In connection with the Chapter 11 Cases, the Company Parties filed a motion for approval of the DIP Facility [Docket No. 16]. On December 17, 2025, following receipt of interim approval from the Court (the "DIP Order"), the Company entered into the DIP Facility in an aggregate principal amount of $22.3 million on the terms and conditions set forth in the DIP Facility credit agreement (the "DIP Credit Agreement") between the Company Parties, the DIP Lenders and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the "Collateral Agent"). The proceeds of the DIP Facility will be used, among other things, to (i) pay certain costs, fees and expenses related to the Chapter 11 Cases and (ii) fund working capital needs and expenditures of the Company Parties, in all cases subject to the terms of the DIP Credit Agreement and applicable orders of the Court.

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The DIP Facility provides three draws of $10.15 million on initial draw, $5.0 million on the second draw, and $7.15 million on the third draw, with each draw subject to certain milestones, including those related to the Chapter 11 Cases being met. The Company received the initial draw on December 18, 2025 and as of such date $10.15 million aggregate principal amount was outstanding under the DIP Facility.

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The outstanding DIP Obligations (consisting of the principal amount, together, without limitation, all interest, fees, costs and expenses (including a DIP agent fee, an upfront fee, an exit fee, a back-stop fee and a minimum return on invested capital payment) under the DIP Facility) bear interest at a per annum rate equal to ten percent (10.0)% per annum, which interest is paid-in kind and capitalized monthly. The DIP Facility includes an agent fee of $25,000, an upfront fee to the DIP Lenders of $669,000 payable in-kind at the first draw, an exit fee of $669,000 payable in-kind upon exit of the DIP Facility, a backstop fee of $5,000,000 payable in-kind to certain of the lenders who provide back-stop commitments and a minimum return on invested capital of 2.00x.

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The maturity date of the DIP Facility will be the earliest of: (a) one hundred five (105) days after the Petition Date; (b) the date the DIP Obligations are accelerated pursuant to the terms of the DIP Facility based on the occurrence of an event of default and (c) consummation of a sale of all or substantially all of the assets and/or capital stock of the Company Parties pursuant to a plan of reorganization or Section 363 of the Bankruptcy Code (a "Sale").

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Under the DIP Facility, the DIP Lenders and the Collateral Agent subject to the terms of the DIP Order and, in each case, other than certain excluded assets and carve outs for retained estate professionals and exceptions for statutory avoidance actions, are at all times secured, by a first priority senior priming security interest in and lien upon all assets of the Company Parties, including without limitation all real and personal property of the Company Parties now owned or hereafter acquired and all other property of whatever kind and nature, including but not limited to, all pre-petition real and personal property of the Company Parties, all post-petition real and personal property of the Company Parties, and all proceeds of all of the foregoing.

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The DIP Credit Agreement also includes certain customary representations and warranties, affirmative covenants, negative covenants and events of default, including, but not limited to, payment defaults, material inaccuracy of representations and warranties, covenant defaults and consummation of certain Sales. Certain bankruptcy-related events are also events of default, including, but not limited to, the failure to meet the milestones in the Chapter 11 Cases, dismissal by the Court of any of the Chapter 11 Cases, the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of

the Bankruptcy Code and certain other events related to the impairment of the DIP Lenders' rights or liens granted under the DIP Credit Agreement.

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The foregoing description of the DIP Credit Agreement is qualified in its entirety by reference to the full text of the DIP Credit Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

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Item 1.03. Bankruptcy or Receivership.

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The information regarding the DIP Facility set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.03 by reference.

Item 2.03. Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the DIP Facility and DIP Credit Agreement set forth in Item 1.01 of this Current Report on from 8-K is incorporated into this Item 2.03 by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 17, 2025, the Company received a written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, pursuant to Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined to delist the Company's common stock as a result of the Chapter 11 Cases. Pursuant to Nasdaq listing rules, the Company has the right to appeal Nasdaq's delisting determination.

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The Notice further advises that Nasdaq will suspend trading of the Company's common stock at the opening of business on December 24, 2025 and that Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission (the "SEC") to effect the delisting of the Company's common stock unless the Company requests an appeal of this determination. The Company does not intend to appeal this determination.

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The Company anticipates thatfollowing suspension from trading, its common stock will commence trading on one of the markets operated by OTC Markets Group. The Company can provide no assurance that the common stock will commence or continue to trade on this market, whether broker-dealers will continue to provide public quotes of the common stock on this market, whether the trading volume of the common stock will be sufficient to provide for an efficient trading market or whether quotes for the common stock will continue on this market in the future.

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