Nutex Health Faces Delisting, Restates Financials

TL;DR

NUTX is in trouble - facing delisting and has to restate financials.

AI Summary

Nutex Health, Inc. filed an 8-K on August 20, 2025, reporting several significant events. These include a notice of delisting or failure to meet continued listing rules, a statement regarding non-reliance on previously issued financial statements, and other events. The company, formerly known as Clinigence Holdings, Inc., is based in Houston, Texas.

Why It Matters

This filing indicates potential financial distress and accounting issues for Nutex Health, which could significantly impact its stock price and investor confidence.

Risk Assessment

Risk Level: high — The company is facing delisting and has issued a non-reliance statement on prior financials, indicating severe financial and accounting concerns.

Key Players & Entities

• Nutex Health, Inc. (company) — Registrant
• Clinigence Holdings, Inc. (company) — Former company name
• August 20, 2025 (date) — Date of earliest event reported
• Houston, Texas (location) — Company business address

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value NUTX The NASDAQ Stock Marke
• $10.0 million — increase by approximately a range of $10.0 million (2.2%) to $20.0 million (4.4%) and $20.
• $20.0 million — ly a range of $10.0 million (2.2%) to $20.0 million (4.4%) and $20.0 million (4.1%) to $50.
• $50.0 million — lion (4.4%) and $20.0 million (4.1%) to $50.0 million (10.3%), respectively, while total equi
• $2.0 million — to income before taxes of approximately $2.0 million (3.2%) to $10.0 million (15.9%) for the
• $92 — e closing price of our common stock was $92.90, representing a decrease of $18.29 o
• $18.29 — was $92.90, representing a decrease of $18.29 or 16.5% compared to the closing price

Filing Documents

• nutx-20250820.htm (8-K) — 106KB
• a20250819-xanticipatedfina.htm (EX-99.1) — 31KB
• image_0a.jpg (GRAPHIC) — 4KB
• nutx-20250820_g1.jpg (GRAPHIC) — 68KB
• 0001479681-25-000068.txt ( ) — 471KB
• nutx-20250820.xsd (EX-101.SCH) — 2KB
• nutx-20250820_lab.xml (EX-101.LAB) — 22KB
• nutx-20250820_pre.xml (EX-101.PRE) — 13KB
• nutx-20250820_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On August 20, 2025, we issued a press release containing certain anticipated financial results and other information. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this Item 2.02 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 20, 2025, the Company received a notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that due to the Company's failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the "June 30, 2025 Form 10-Q"), with the Securities and Exchange Commission (the "SEC"), the Company is not in compliance with Nasdaq's continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the "Rule"), which requires the timely filing of all required periodic reports with the SEC. Under Nasdaq rules, the Company has 60 calendar days from the date of the notice to file its June 30, 2025 Form 10-Q. If the Company is unable to file the June 30, 2025 Form 10-Q by that date, the Company is permitted to submit a plan of compliance on or prior to that date. If Nasdaq accepts the Company's plan, then Nasdaq may grant the Company up to 180 days from the due date for the June 30, 2025 Form 10-Q, or February 10, 2026, to regain compliance. The Company is actively working with its auditors and advisors and intends to file its June 30, 2025 Form 10-Q as soon as possible to regain compliance. The notice has no immediate impact on the listing or trading of the Company's securities on Nasdaq.

02 Non-Reliance on Previously Issued Financial Statement or Related Audit Report or Completed Interim Review

Item 4.02 Non-Reliance on Previously Issued Financial Statement or Related Audit Report or Completed Interim Review. On August 20, 2025, the Audit Committee of the Board of Directors of Nutex Health Inc. ("Nutex Health" or "the Company"), after consultation with the Chief Financial Officer, concluded that the Company's previously issued (i) unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2025 contained in the Form 10-Q for the period ended March 31, 2025 (the "Original Form 10-Q") and the (ii) audited consolidated financial statements as of and for the years ended December 31, 2024 contained in the Form 10-K for the year ended December 31, 2024 (the "Original Form 10-K") (collectively, the "Previously Issued Financial Statements") treated non-cash obligations related to under-construction and ramping hospitals as equity rather than liabilities and should be restated. The Company does not anticipate any material changes for the first three quarters of interim financial statements for fiscal year 2024. The Company expects that any adjustments related to the treatment of these obligations will be non-cash in nature and have no effect on key financial statement line items such as its revenue, gross profit, liquidity, working capital, short-term and long-term debt, operating cash flow, adjusted EBITDA or number of patient visits as of and for the periods presented therein to be reflected in the fourth quarter of 2024. Accordingly, investors and all other persons should no longer rely upon the Previously Issued Financial Statements included in each of the Original Form 10-K and the Original Form 10-Q. In addition, any previously issued or filed earnings releases, investor presentations or other communications describing the Previously Issued Financial Statements and other related financial information covering these periods should no longer be relied upon. The Company is working to file, as soon as practicable a For

01 Other Events

Item 8.01 Other Events The Company provides the following updated information with respect to the current federal arbitration process, to respond to a recent short seller attack and litigation matters: Arbitration process. Federal Rules Applicable to Out-of-Network Billing Congress enacted the No Surprises Act ("NSA") effective January 1, 2022, to protect patients from surprise medical bills incurred when they receive emergency medical services from out-of-network healthcare providers. The NSA achieves this by relieving patients from financial liability for surprise bills and creating an Independent Dispute Resolution ("IDR") process for billing disputes between providers and insurers. The patient is not involved in this process, and payment is issued directly to the provider. The IDR process safeguards providers by promoting fair reimbursement from payors, helping ensure their continued ability to deliver care. Independent Dispute Resolution . Under the IDR provisions, Nutex Health and the insurer first must try to agree on a price for the services. If negotiations fail, either party has four days to initiate IDR proceedings. If the parties pursue IDR, either the parties or the Department of Health and Human Services ("HHS") selects a certified independent dispute resolution entity ("CIDRE") to determine the final payment amount. Certified Independent Dispute Resolution Entity. The CIDRE has the sole discretion to determine both the eligibility of claims submitted for the IDR process and the amount the payor owes the provider. The CIDRE makes a threshold determination of IDR eligibility and sets the payment amount by choosing between the offers of each party; the provider and insurer each submit a final offer, and the CIDRE selects one party's offer as the award after reviewing and evaluating all statutorily required information submitted by both parties. In deciding which offer to award, the CIDRE must consider several factors outlined in the

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View this 8-K filing on SEC EDGAR