0001558370-23-002708.txt : 20230302 0001558370-23-002708.hdr.sgml : 20230302 20230302171732 ACCESSION NUMBER: 0001558370-23-002708 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230302 DATE AS OF CHANGE: 20230302 EFFECTIVENESS DATE: 20230302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nutex Health, Inc. CENTRAL INDEX KEY: 0001479681 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 113363609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41346 FILM NUMBER: 23700298 BUSINESS ADDRESS: STREET 1: 2455 EAST SUNRISE BLVD. STREET 2: SUITE 1204 CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 BUSINESS PHONE: (954) 449-4703 MAIL ADDRESS: STREET 1: 2455 EAST SUNRISE BLVD. STREET 2: SUITE 1204 CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 FORMER COMPANY: FORMER CONFORMED NAME: Clinigence Holdings, Inc. DATE OF NAME CHANGE: 20191113 FORMER COMPANY: FORMER CONFORMED NAME: iGambit, Inc. DATE OF NAME CHANGE: 20091230 NT 10-K 1 tmb-20221231xnt10k.htm NT 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 001-41346

CUSIP Number: 67079U 108

 

(Check one):

 

X ‎Form 10-K

 ‎Form 20-F

 ‎ Form 11-K

 Form 10-Q

 ‎ Form 10-D

 

 

 ‎Form N-CEN

 ‎Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

December 31, 2022

 

 

 ‎Transition Report on Form 10-K

 

 

 

 ‎Transition Report on Form 20-F

 

 

 

 ‎Transition Report on Form 11-K

 

 

 

 ‎Transition Report on Form 10-Q

 

 

 

For the Transition Period Ended:

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable

PART I — REGISTRANT INFORMATION

 

NUTEX HEALTH INC.

Full Name of Registrant

Clinigence Holdings, Inc.

Former Name if Applicable

 

6030 S. Rice Ave, Suite C

Address of Principal Executive Office (Street and Number)

Houston, TX 77081

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

X

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 


Nutex Health Inc. (the “Company”) will not, without unreasonable effort and expense, be able to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) within the prescribed time period due to delays in completion of the financial statements for the fiscal year ended December 31, 2022.

‎The Form 10-K cannot be filed within the prescribed time period because the Company require additional time to review and finalize its audited financial statements to ensure adequate disclosure of the financial information required to be included in the Form 10-K , including a revision to the valuation of warrants and options that were part of the merger consideration in the reverse merger (the “Merger”) of Clinigence Holdings Inc. (n/k/a Nutex Health Inc.) and Nutex Health Holdco LLC. The Company has dedicated significant resources to completing the Form 10-K and is working diligently to complete the necessary work to file the Form 10-K as soon as practicable within the 15th calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

 

Jon C. Bates

 

713

 

‎660-0557‎

 

(Name)

 

(Area Code)

 

(Telephone Number)

 

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 

 

 

 

 

 

 

X Yes     No

 

 

 

 

 

 

 

 

 

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

 

 

 

 

 

 

X Yes     No

 

 

 

 

 

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

As disclosed above, the Company’s accounting staff requires additional time to finalize the audited financial statements for the years ended December 31, 2022, and 2021. As disclosed in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2022, the Company recognized a non-cash impairment charge of $408.5 million in the three months ended September 30, 2022 to reduce the carrying amount of goodwill arising in the Merger. As a result of a revision in the valuation of warrants and options included in the merger consideration, the impairment charge is expected to be reduced by $10.3 million. The Company has assessed the materiality of this revision and concluded that no restatement of its previous ‎financial disclosure is required.

Disclosure Regarding Forward-Looking Statements

This Notification of Late Filing on Form 12b-25 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,” “estimates” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectations regarding the timing of the completion of the Company’s financial statements and the filing of the Form 10-Q, which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on the Company’s current expectations and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation. 

NUTEX HEALTH INC.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date

 March 2, 2023

 

By

/s/ Jon C. Bates

 

 

 

 

Name:

Jon C. Bates

 

 

 

 

Title:

Chief Financial Officer  

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).