Organization and Operations | Note 1 – Nutex Health Inc. (“Nutex Health” or the “Company”), is a physician-led, healthcare services and operations company with 22 hospital facilities in ten states (hospital division), and a primary care-centric, risk-bearing population health management division. Our hospital division implements and operates different innovative health care models, including micro-hospitals, specialty hospitals and hospital outpatient departments (“HOPDs”). The population health management division owns and operates provider networks such as independent physician associations (“IPAs”). We employ approximately 800 full time employees, contract 230 doctors at our facilities and partner with over 1,700 physicians within our networks. Our corporate headquarters is based in Houston, Texas. We were incorporated on April 13, 2000 in the state of Delaware. Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc In connection with the Merger Agreement, Nutex Health Holdco LLC entered into certain Contribution Agreements with holders of equity interests (“Nutex Owners”) of subsidiaries and affiliates (the “Nutex Subsidiaries”) pursuant to which such Nutex Owners agreed to contribute certain equity interests in the Nutex Subsidiaries to Nutex Health Holdco LLC in exchange for specified equity interests in Nutex Health Holdco LLC (collectively, the “Contribution Transaction”). Nutex owners having ownership interests representing approximately 84% of the agreed upon aggregate equity value of the Nutex Subsidiaries, agreed to contribute all or a portion of their equity interests, as applicable. Pursuant to the Merger Agreement, each unit representing an equity interest in Nutex Health Holdco LLC issued and outstanding immediately prior to the effective time of the Merger but after the Contribution Transaction (collectively, the “Nutex Membership Interests”) was converted into the right to receive 3.571428575 shares of common stock of Clinigence, or an aggregate of 592,791,712 shares of common stock of Clinigence. After completing the merger, Clinigence was renamed Nutex Health Inc. 2024 Reverse Stock Splits. 1:15 Reverse stock split. 1 1 1 1 -1 1 1:10 Reverse stock split. 1 1 1 1 1 1 -1 trading symbol “NUTX” at the open of the market on July 3, 2024. The 1 As a result of both the 1 1 Unless otherwise indicated, all authorized, issued, and outstanding stock and per share amounts contained in the accompanying condensed consolidated financial statements have been adjusted to reflect the 2024 Reverse Stock Splits for all prior periods presented. The impacts of the 2024 Reverse Stock Splits were applied retroactively for all periods presented in accordance with applicable guidance. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding. The following table illustrates changes in equity, as previously reported prior to, and as adjusted subsequent to, the impact of the 2024 Reverse Stock Splits retroactively adjusted for the periods presented: September 30, 2023 As Previously Impact of 2024 Reverse As Reported Stock Splits Revised Common Stock - Shares 670,711,741 (666,240,330) 4,471,411 Common Stock - Amount $ 670,712 $ (666,240) $ 4,472 Additional Paid-in Capital $ 466,711,720 $ 666,240 $ 467,377,960 December 31, 2023 As Previously Impact of 2024 Reverse As Reported Stock Splits Revised Common Stock - Shares 676,679,911 (672,168,712) 4,511,199 Common Stock - Amount $ 676,680 $ (672,169) $ 4,511 Additional Paid-in Capital $ 469,849,049 $ 672,169 $ 470,521,218 December 31, 2022 As Previously Impact of 2024 Reverse As Reported Stock Splits Revised Common Stock - Shares 650,223,840 (645,889,014) 4,334,826 Common Stock - Amount $ 650,224 $ (645,889) $ 4,335 Additional Paid-in Capital $ 458,498,402 $ 645,889 $ 459,144,291 The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the 2024 Reverse Stock Splits retroactively adjusted for the periods presented: Three months ended September 30, 2023 As Previously Impact of 2024 Reverse As Reported Stock Splits Revised Loss attributable to common stockholders $ (5,542,391) $ - $ (5,542,391) Weighted average shares used to compute basic and diluted EPS 665,055,603 (660,621,899) 4,433,704 Loss per share - basic and diluted $ (0.01) $ (1.23) $ (1.25) Nine months ended September 30, 2023 As Previously Impact of 2024 Reverse As Reported Stock Splits Revised Loss attributable to common stockholders $ (14,168,717) $ - $ (14,168,717) Weighted average shares used to compute basic and diluted EPS 657,590,265 (653,206,330) 4,383,935 Loss per share - basic and diluted $ (0.01) $ (3.22) $ (3.23) The following outstanding stock options and warrants exercisable or issuable into shares of common stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: Three and nine months ended September 30, 2023 As Previously Impact of 2024 Reverse As Reported Stock Splits Revised Common stock options 5,147,770 (5,113,452) 34,318 Common stock warrants 10,811,062 (10,738,988) 72,074 Stock options were adjusted retroactively to give effect to the 2024 Reverse Stock Splits for the nine months ended September 30, 2023: As Previously Reported Impact of the 2024 Reverse Stock Splits Revised Options Weighted Average Options Weighted Average Options Weighted Average Outstanding Exercise Price Outstanding Exercise Price Outstanding Exercise Price Options outstanding at December 31, 2022 5,147,770 $ 2.30 (5,113,452) $ 342.70 34,318 $ 345.00 Options exercised — — — — — — Options cancelled — — — — — — Options outstanding at September 30, 2023 5,147,770 $ 2.30 (5,113,452) $ 342.70 34,318 $ 345.00 Warrants were adjusted retroactively to give effect to the 2024 Reverse Stock Splits for the nine months ended September 30, 2023: As Previously Reported Impact of the 2024 Reverse Stock Splits Revised Warrants Weighted Average Warrants Weighted Average Warrants Weighted Average Outstanding Exercise Price Outstanding Exercise Price Outstanding Exercise Price Warrants outstanding at December 31, 2022 11,033,015 $ 1.96 (10,959,462) $ 292.20 73,553 $ 294.16 Warrants issued 1,237,500 1.55 (1,229,250) 59.60 8,250 60.00 Warrants exercised (1,456,453) 1.55 1,446,743 230.95 (9,710) 232.50 Warrants expired (3,000) 25.00 2,980 3,725.00 (20) 3,750.00 Warrants outstanding at September 30, 2023 10,811,062 $ 2.02 (10,738,989) $ 272.88 72,073 $ 274.71 On July 24, 2024, Company received written notice (the “Compliance Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires that companies listed on the Nasdaq Stock Market maintain a minimum bid price of $1.00 per share. Nasdaq notified the Company in the Compliance Notice that, from July 3, 2024 to July 23, 2024, the closing bid price of the Company’s common stock had been $1.00 per share or greater and, accordingly, the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was now closed. |