Nutex Health Files 8-K on Security Holder Rights
Ticker: NUTX · Form: 8-K · Filed: Jul 5, 2024 · CIK: 1479681
Sentiment: neutral
Topics: corporate-governance, bylaws, rights
Related Tickers: NUTX
TL;DR
Nutex Health filed an 8-K on July 1st, changing security holder rights and company bylaws.
AI Summary
On July 1, 2024, Nutex Health, Inc. filed an 8-K to report material modifications to the rights of security holders and amendments to its articles of incorporation. The filing details changes related to the company's charter and bylaws, impacting the rights associated with its securities.
Why It Matters
This filing indicates potential changes to the fundamental rights and governance structure for Nutex Health's security holders, which could affect their investment.
Risk Assessment
Risk Level: medium — Changes to articles of incorporation and security holder rights can introduce new risks or alter existing ones for investors.
Key Players & Entities
- Nutex Health, Inc. (company) — Registrant
- July 1, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 001-41346 (identifier) — Commission File Number
- 11-3363609 (identifier) — I.R.S. Employer Identification No.
- 6030 S. Rice Ave, Suite C, Houston, Texas 77081 (address) — Principal business address
FAQ
What specific modifications were made to the rights of Nutex Health's security holders?
The filing indicates material modifications to the rights of security holders, as well as amendments to the articles of incorporation or bylaws, but the specific details of these modifications are not provided in the excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on July 1, 2024.
What is Nutex Health, Inc.'s state of incorporation?
Nutex Health, Inc. is incorporated in Delaware.
What is the Commission File Number for Nutex Health, Inc.?
The Commission File Number for Nutex Health, Inc. is 001-41346.
Where is Nutex Health, Inc.'s principal business address?
Nutex Health, Inc.'s principal business address is 6030 S. Rice Ave, Suite C, Houston, Texas 77081.
Filing Stats: 965 words · 4 min read · ~3 pages · Grade level 10.7 · Accepted 2024-07-05 10:12:40
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 NUTX The NASDAQ Stock Market LLC
Filing Documents
- nutx_8k.htm (8-K) — 27KB
- ex3x1.htm (EX-3.1) — 8KB
- image_001.jpg (GRAPHIC) — 44KB
- delaware_stamp.jpg (GRAPHIC) — 7KB
- 0001553350-24-000058.txt ( ) — 306KB
- nutx-20240701.xsd (EX-101.SCH) — 3KB
- nutx-20240701_def.xml (EX-101.DEF) — 26KB
- nutx-20240701_lab.xml (EX-101.LAB) — 33KB
- nutx-20240701_pre.xml (EX-101.PRE) — 22KB
- nutx_8k_htm.xml (XML) — 4KB
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
03 Amendments to Articles of Incorporation or Bylaws; Change
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in fiscal year. As previously disclosed on Form 8-K filed by Nutex Health Inc. (the "Company") with the Securities and Exchange Commission on June 18, 2024, the Company held its annual meeting of stockholders on June 17, 2024. At such meeting, the Company's stockholders approved a reverse stock split at a ratio within a range of 1-2 and 1-16 and granted the Company's Board of Directors the discretion to determine the timing and ratio of the split within such range. This approval is valid through June 17, 2025. On June 17, 2024, the Company's Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-10 ratio (the "Reverse Stock Split") and approved the filing of a Certificate of Amendment (the "Certificate of Amendment") to the Second Amended and Restated Certificate of Incorporation of the Company to effect the Reverse Stock Split. This Reverse Stock Split is in addition to the Company's previous 1-15 reverse stock split which was effective April 10, 2024. On July 1, 2024, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect the Reverse Stock Split, effective at 11:59 p.m. Eastern Time on July 2, 2024 (the "Effective Time"). At the Effective Time, every 10 shares of issued and outstanding common stock will be automatically combined into one issued share of common stock, with no change in par value. No fractional shares will be issued as a result of the Amendment. All stockholders who would be entitled to receive fractional shares as a result of the Reverse Stock Split will receive one whole share for their fractional share interest to be issued as determined by DTC at the participant level. Proportionate adjustments for the Reverse Stock Split will be made to the exercise prices and number of shares issuable under the Company's equity incentive plans, and the number of shares underlying outstanding equity awards, as ap
Financial Statements and Exhibits
Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nutex Health Inc. 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its 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: July 5, 2024 NUTEX HEALTH INC. By: /s/ Jon C. Bates Jon C. Bates Chief Financial Officer