Nutex Health Faces Delisting Concerns

TL;DR

Nutex Health might get delisted, filing shows.

AI Summary

Nutex Health, Inc. filed an 8-K on June 18, 2024, reporting a notice of delisting or failure to satisfy a continued listing rule. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits. The earliest event reported was on June 14, 2024.

Why It Matters

This filing indicates potential issues with Nutex Health's continued listing on an exchange, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's market presence and investor confidence.

Key Players & Entities

• Nutex Health, Inc. (company) — Registrant
• 0001079973-24-000910 (filing_id) — Accession Number
• June 18, 2024 (date) — Filing Date
• June 14, 2024 (date) — Earliest Event Date
• Clinigence Holdings, Inc. (company) — Former Company Name
• iGambit, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value NUTX The NASDAQ Stock Mar
• $1.00 — holders, and regain compliance with the $1.00 per share requirement for continued lis

Filing Documents

• nutx_8k.htm (8-K) — 47KB
• 0001079973-24-000910.txt ( ) — 246KB
• nutx-20240614.xsd (EX-101.SCH) — 3KB
• nutx-20240614_def.xml (EX-101.DEF) — 26KB
• nutx-20240614_lab.xml (EX-101.LAB) — 33KB
• nutx-20240614_pre.xml (EX-101.PRE) — 22KB
• nutx_8k_htm.xml (XML) — 4KB

01 Notice of Delisting

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 14, 2024, Nutex Health Inc. (the "Company") received notice from the Nasdaq Stock Market LLC ("Nasdaq") that a Nasdaq Hearings Panel had granted the Company an exception until July 22, 2024 (the "Exception") to effect a reverse stock split of its common stock ("Common Stock"), once approved by the board and the Company's stockholders, and regain compliance with the $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). In the event the Company fails to regain compliance with the Minimum Bid Price Requirement by July 22, 2024, its securities will be delisted. The Exception was granted following the Nasdaq Hearings Panel's review of a questionnaire (the "Expedited Review Questionnaire") submitted by the Company to Nasdaq on May 29, 2024. On June 17, 2024, the Company's stockholders approved a reverse stock split in the range of 1-2 to 1-16, with the ratio within the range to be determined by the board within one year of stockholder approval. As previously disclosed, on May 22, 2023, the Company received a letter from Nasdaq indicating that, for thirty consecutive business days prior to the date of such letter, the bid price for the Common Stock had closed below the Minimum Bid Price Requirement. Subsequently, on November 21, 2023, the Company was provided an additional 180 calendar day period, or until May 20, 2024, to regain compliance. On April 10, 2024, the Company effected a reverse stock split at a ratio of 1-15. However, on May 21, 2024, the Company received a letter from the staff of Nasdaq ("Staff") stating that the Company has not regained compliance with the Minimum Bid Price Requirement. On May 23, 2024, the Company submitted a request for a hearing to appeal the Staff's delisting determination and Nasdaq notified the Company that the del

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders of Nutex was held on June 17, 2024, to vote on the following four proposals, for which the final vote results are set forth below: 1. Each of our director nominees was elected for a term expiring in 2025. Nominee For Withheld Broker Non-Votes Thomas T. Vo 23,535,051 5,421,713 8,610,730 Warren Hosseinion 24,707,841 4,248,923 8,610,730 Mitchell Creem 24,442,279 4,514,485 8,610,730 Cheryl Grenas 24,736,013 4,220,751 8,610,730 Michael L. Reed 24,159,952 4,796,812 8,610,730 Scott J. Saunders 25,092,669 3,864,095 8,610,730 Kelvin Spears 24,251,047 4,705,717 8,610,730 2. The compensation of our named executive officers was approved, on an advisory basis. For Against Abstain Broker Non-Votes 22,676,449 5,845,536 434,779 8,610,730 3. An amendment to the Company's Second Amended and Restated Certificate of Incorporation was approved to effect a reverse stock split of the outstanding shares of the Company's common stock, at a split ratio of between 1-for-2 and 1-for-16, if and when determined by the Board of Directors in its sole discretion, prior to the one-year anniversary of this Annual Meeting. For Against Abstain Broker Non-Votes 29,461,113 7,029,009 1,077,372 (0) 4. Marcum LLP was ratified as our independent registered public accounting firm for the year ending December 31, 2024: For Against Abstain Broker Non-Votes 33,727,793 3,693,208 146,493 (0)

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 104 Cover Page Interactive Data File – (embedded within Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements Certain statements and information included in this current report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. When used in this current report, the words or phrases :will", "will likely result," "expected to," "will continue," "anticipated," "estimate," "projected," "intend," "goal," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, many of which are beyond the control of the Company. Such uncertainties and risks include, but are not limited to, our ability to successfully execute our growth strategy, changes in laws or regulations, including final rules implemented under the No Surprises Act and related regulatory guidance, economic conditions, dependence on management, dilution to stockholders, lack of capital, the effects of rapid growth upon the Company and the ability of management to effectively respond to the growth and demand for products and services of the Company, newly developing technologies, the Company's ability to compete, conflicts of interest in related party transactions, regulatory matters, protection of technology, lack of industry standards, the effects of competition and the ability of the Company to obtain future financing. An extensive list of factors that can affect future results are discussed in the Company's Annual Report on form 10-K for the year ended December 31, 2023 and its Current Report on Form 10-Q for the period ended March 31, 2024, under the heading "Risk Factors" in Part I, Item IA thereof, and other documents filed from time to time with the Securities and Exchange Commission. Such factors could materially adversely affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from a

View Full Filing

View this 8-K filing on SEC EDGAR