Nutex Health Files 8-K on Material Agreement; Details Undisclosed

TL;DR

**Nutex Health signed a big deal, but they're not telling us what it is yet.**

AI Summary

Nutex Health, Inc. filed an 8-K on January 24, 2024, reporting an "Entry into a Material Definitive Agreement" and "Other Events" that occurred on January 22, 2024. While the filing indicates a significant agreement, it does not provide specific details about the nature of the agreement, the parties involved, or any financial terms. This lack of detail means investors are currently in the dark about a potentially important development, which could impact the company's future operations and financial health, making it difficult to assess the stock's value.

Why It Matters

This filing signals a new material agreement for Nutex Health, but without specifics, investors cannot evaluate its potential positive or negative impact on the company's financial performance or strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details regarding a 'Material Definitive Agreement' introduces uncertainty and potential risk for investors, as the nature and terms of the agreement are unknown.

Analyst Insight

A smart investor would hold off on making any significant decisions regarding Nutex Health stock until more specific details about the 'Material Definitive Agreement' and 'Other Events' are disclosed, as the current filing lacks crucial information to assess impact.

Key Players & Entities

• Nutex Health, Inc. (company) — the registrant filing the 8-K
• January 22, 2024 (date) — date of the earliest event reported
• January 24, 2024 (date) — date the 8-K was filed
• 001-41346 (other) — Commission File Number for Nutex Health, Inc.

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value NUTX The NASDAQ Stock Mar
• $0.15 — one ratio at a public offering price of $0.15 per Share and accompanying Warrant. The
• $10 m — fering are expected to be approximately $10 million, before deducting the placement a
• $112,500 — reimburse the Placement Agent for up to $112,500 for the Placement Agent's legal fees an

Filing Documents

• tm243990d1_8k.htm (8-K) — 38KB
• tm243990d1_ex4-1.htm (EX-4.1) — 99KB
• tm243990d1_ex5-1.htm (EX-5.1) — 12KB
• tm243990d1_ex10-1.htm (EX-10.1) — 108KB
• tm243990d1_ex10-2.htm (EX-10.2) — 255KB
• tm243990d1_ex99-1.htm (EX-99.1) — 21KB
• tm243990d1_ex5-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-006283.txt ( ) — 845KB
• nutx-20240122.xsd (EX-101.SCH) — 3KB
• nutx-20240122_lab.xml (EX-101.LAB) — 33KB
• nutx-20240122_pre.xml (EX-101.PRE) — 22KB
• tm243990d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Securities Purchase Agreement. On January 22, 2024, Nutex Health Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with a single healthcare focused institutional investor for the sale by the Company of 66,666,666 shares (the "Shares") of the Company's common stock, par value $0.001 per share, and warrants (the "Warrants") to purchase 66,666,666 shares of the Company's common stock. The Shares and the Warrants will be issued separately and issued on a one-to-one ratio at a public offering price of $0.15 per Share and accompanying Warrant. The closing of the offering is subject to customary closing conditions and is expected to occur on January 25, 2024 (the "Closing Date"). The Warrants will have an exercise price of $0.15 per share, be exercisable immediately upon issuance and expire five years from the Closing Date. The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the issuance or resale of shares of common stock underlying the Warrants to or by the holder. The holder of a Warrant is prohibited from exercising any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% (or, upon election by the holder prior to the issuance of any Warrants, 9.99%) of the total number of shares of common stock outstanding immediately after giving effect to the exercise. In the event of certain fundamental transactions, the holder of the Warrants will have the right to receive the Black Scholes Value of its Warrants calculated pursuant to a formula set forth in the Form of Warrant, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of common stock. If the Company, at any time while the Warrant

01 Other events

Item 8.01 Other events In connection with the closing of the offering, the Company is supplementing the risk factors previously disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 3, 2023, as supplemented and updated by the risk factors disclosed in the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 30, 2023, June 30, 2023, and September 30, 2023 filed with the SEC on May 15, 2023, August 9, 2023, and November 9, 2023, respectively, with the additional risk factors set forth in Exhibit 99.1 to this Current Report. Any of the risk factors disclosed in the Company's Annual Report on Form 10-K, Quarterly Report on Form 10-Q, proxy statements on Schedule 14A or herein could result in a significant or material adverse effect on the results of operations or financial condition of the Company. Additional risk factors not presently known to the Company or that it currently deems immaterial may also impair the Company's business or results of operations. The Company may disclose changes to such risk factors or disclose additional risk factors from time to time in future filings with the SEC.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 4.1 Form of Warrant 5.1 Opinion of Locke Lord LLP 10.1 Placement Agency Agreement 10.2 Form of Securities Purchase Agreement 23.1 Consent of Locke Lord LLP (included in Exhibit 5.1) 99.1 Supplemental Risk Factors 104 Cover Page Interactive Data File (embedded within the Inline XBRL document SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: January 24, 2024 Nutex Health Inc. By: /s/ Jon C. Bates Jon C. Bates Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR