10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to

Commission File Number: 001-41346

NUTEX HEALTH INC.

(Exact name of registrant as specified in its charter)

Delaware	11-3363609
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
6030 S. Rice Ave, Suite C,
Houston, Texas	77081
(Address of principal executive offices)	(Zip code)
(713) 660-0557
(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	NUTX	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ⌧    No  ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ⌧    No  ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☒

As of May 12, 2023, the registrant had 656,563,153 shares of common stock outstanding.

NUTEX HEALTH INC.

FORM 10-Q

TABLE OF CONTENTS

Introductory Note
Note About Forward-Looking Statements
Part I — Financial Information
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
Part II — Other Information
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36

INTRODUCTORY NOTE

Unless the context dictates otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us,” “our,” and similar words are references to Nutex Health Inc. (formerly known as Clinigence Holdings, Inc.), a Delaware corporation, and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entities (“VIEs”) and “Nutex” refers to Nutex Health Inc.

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, changes in laws or regulations, any statements about our business (including the impact of the COVID-19 pandemic on our business), financial condition, operating results, plans, objectives, expectations and intentions, any guidance on, or projections of, earnings, revenue or other financial items, or otherwise, and our future liquidity, including cash flows; any statements of any plans, strategies, and objectives of management for future operations, such as the material opportunities that we believe exist for our Company; any statements concerning proposed services, developments, mergers or acquisitions; or strategic transactions; any statements regarding management’s view of future expectations and prospects for us; any statements about prospective adoption of new accounting standards or effects of changes in accounting standards; any statements regarding future economic conditions or performance; any statements of belief; any statements of assumptions underlying any of the foregoing; and other statements that are not historical facts. Forward-looking statements may be identified by the use of forward-looking terms such as “anticipate,” “could,” “can,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “think,” “plan,” “envision,” “intend,” “continue,” “target,” “seek,” “contemplate,” “budgeted,” “will,” “would,” and the negative of such terms, other variations on such terms or other similar or comparable words, phrases, or terminology. These forward-looking statements present our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q and are subject to change.

Forward-looking statements involve risks and uncertainties and are based on the current beliefs, expectations, and certain assumptions of management. Some or all of such beliefs, expectations, and assumptions may not materialize or may vary significantly from actual results. Such statements are qualified by important economic, competitive, governmental, and technological factors that could cause our business, strategy, or actual results or events to differ materially from those in our forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the heading “Item 1A. Risk Factors” included in this Quarterly Report and elsewhere in the Annual Report of Nutex Health Inc. on Form 10-K for the year ended December 31, 2022 and other filings of the Company with the United States Securities and Exchange Commission. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change, and significant risks and uncertainties that could cause actual conditions, outcomes, and results to differ materially from those indicated by such statements. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	32,836,535	$	34,255,264
Accounts receivable		50,977,291		57,777,386
Accounts receivable - related parties		538,283		538,183
Inventories		3,485,445		3,533,285
Prepaid expenses and other current assets		829,553		1,869,806
Total current assets		88,667,107		97,973,924
Property and equipment, net		77,116,496		82,094,352
Operating right-of-use assets		17,454,733		20,466,632
Finance right-of-use assets		208,619,460		192,591,624
Intangible assets, net		20,804,971		21,191,390
Goodwill, net		17,010,637		17,010,637
Other assets		422,926		423,426
Total assets	$	430,096,330	$	431,751,985
Liabilities and Equity
Current liabilities:
Accounts payable	$	15,048,720	$	23,614,387
Accounts payable - related parties		3,925,297		3,915,661
Lines of credit		2,672,893		2,623,479
Current portion of long-term debt		10,456,134		12,546,097
Operating lease liabilities, current portion		1,495,409		1,703,014
Finance lease liabilities, current portion		4,118,170		4,219,518
Accrued expenses and other current liabilities		10,162,166		6,240,813
Total current liabilities		47,878,789		54,862,969
Long-term debt, net		25,108,364		23,051,152
Operating lease liabilities, net		16,634,948		19,438,497
Finance lease liabilities, net		221,394,523		203,619,756
Deferred tax liabilities		9,541,552		10,452,211
Total liabilities		320,558,176		311,424,585
Commitments and contingencies
Equity:
Common stock, $0.001 par value; 900,000,000 shares authorized; 651,926,125 and 650,223,840 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		651,926		650,224
Additional paid-in capital		460,396,700		458,498,402
Accumulated deficit		(368,433,204)		(363,285,925)
Nutex Health Inc. equity		92,615,422		95,862,701
Noncontrolling interests		16,922,732		24,464,699
Total equity		109,538,154		120,327,400
Total liabilities and equity	$	430,096,330	$	431,751,985

See accompanying notes to the unaudited condensed consolidated financial statements.

4

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	2023		2022
Revenue:
Hospital division	$	49,288,164	$	79,127,242
Population health management division		7,041,253		-
Total revenue		56,329,417		79,127,242
Operating costs and expenses:
Payroll and benefits		25,836,673		25,610,217
Contract services		9,189,331		4,918,632
Medical supplies		4,023,882		4,259,479
Depreciation and amortization		3,993,747		2,396,861
Other		8,438,061		6,126,557
Total operating costs and expenses		51,481,694		43,311,746
Gross profit		4,847,723		35,815,496
Corporate and other costs:
Facilities closing costs		217,266		-
Stock-based compensation expense		1,900,000		-
General and administrative expenses		7,175,544		6,576,523
Total corporate and other costs		9,292,810		6,576,523
Operating income (loss)		(4,445,087)		29,238,973
Interest expense, net		3,140,089		1,855,974
Other expense		247,455		2,380,545
Income (loss) before taxes		(7,832,631)		25,002,454
Income tax expense (benefit)		(910,659)		176,323
Net income (loss)		(6,921,972)		24,826,131
Less: net income (loss) attributable to noncontrolling interests		(1,774,693)		3,383,288
Net income (loss) attributable to Nutex Health Inc.	$	(5,147,279)	$	21,442,843
Earnings (loss) per common share
Basic	$	(0.01)	$	0.04
Diluted	$	(0.01)	$	0.04

See accompanying notes to the unaudited condensed consolidated financial statements.

5

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 

(UNAUDITED)

	Common Stock			Additional Paid-in		Retained Earnings		Noncontrolling		Total
	Shares	Amount		Capital		(Accumulated Deficit)		Interests		Equity
Balance at January 1, 2022	592,791,712	$	592,792	$	11,742,891	$	102,315,623	$	76,929,704	$	191,581,010
Contributions	-		-		-		-		3,869,201		3,869,201
Distributions	-		-		-		(27,114,936)		(5,738,045)		(32,852,981)
Net income	-		-		-		21,442,843		3,383,288		24,826,131
Balance at March 31, 2022	592,791,712	$	592,792	$	11,742,891	$	96,643,530	$	78,444,148	$	187,423,361
Balance at January 1, 2023	650,223,840		650,224		458,498,402		(363,285,925)		24,464,699		120,327,400
Deconsolidation of Real Estate Entity	-		-		-		-		(4,258,133)		(4,258,133)
Common stock issued for exercise of warrants	702,285		702		(702)		-		-		-
Common stock issued to Apollo Medical Holdings, Inc.	1,000,000		1,000		1,899,000		-		-		1,900,000
Contributions	-		-		-		-		28,000		28,000
Distributions	-		-		-		-		(1,537,141)		(1,537,141)
Net loss	-		-		-		(5,147,279)		(1,774,693)		(6,921,972)
Balance at March 31, 2023	651,926,125	$	651,926	$	460,396,700	$	(368,433,204)	$	16,922,732	$	109,538,154

See accompanying notes to the unaudited condensed consolidated financial statements.

6

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Net income (loss)	$	(6,921,972)	$	24,826,131
Adjustment to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		3,993,747		2,396,861
Amortization of debt issuance costs		6,738		-
Stock-based compensation expense		1,900,000		-
Deferred tax expense		(910,659)		-
Loss on lease termination		58,211
Non-cash lease expense		40,545		58,857
Changes in operating assets and liabilities:
Accounts receivable		6,620,249		2,849,060
Accounts receivable - related party		(100)		1,867,496
Inventories		47,840		(578)
Prepaid expenses and other current assets		1,040,753		131,053
Accounts payable		(8,565,577)		3,871,115
Accounts payable - related party		9,636		(531,066)
Accrued expenses and other current liabilities		3,732,602		272,493
Net cash from operating activities		1,052,013		35,741,422
Cash flows from investing activities:
Acquisitions of property and equipment		(4,376,983)		(8,591,823)
Cash related to deconsolidation of Real Estate Entity		(1,039,157)		-
Net cash from investing activities		(5,416,140)		(8,591,823)
Cash flows from financing activities:
Proceeds from lines of credit		49,414		2,044,765
Proceeds from notes payable		7,551,506		2,192,309
Repayments of lines of credit		-		(45,107)
Repayments of notes payable		(2,209,678)		(2,590,917)
Repayments of finance leases		(936,703)		(299,275)
Payment of debt issuance costs		-		(27,388)
Members' contributions		28,000		3,869,201
Members' distributions		(1,537,141)		(32,852,981)
Net cash from financing activities		2,945,398		(27,709,393)
Net change in cash and cash equivalents		(1,418,729)		(559,794)
Cash and cash equivalents - beginning of the period		34,255,264		36,118,284
Cash and cash equivalents - end of the period	$	32,836,535	$	35,558,490

See accompanying notes to the unaudited condensed consolidated financial statements.

7

NUTEX HEALTH INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Organization and Operations

Nutex Health Inc. (“Nutex Health” or the “Company”), is a physician-led, healthcare services and operations company with 19 hospital facilities in eight states (hospital division), and a primary care-centric, risk-bearing population health management division. Our hospital division implements and operates different innovative health care models, including micro-hospitals, specialty hospitals and hospital outpatient departments (“HOPDs”). The population health management division owns and operates provider networks such as independent physician associations (“IPAs”) and offers a cloud-based proprietary technology platform to IPAs which aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of patients and providers.

We employ approximately 1,200 full time employees and partner with over 900 physicians. Our corporate headquarters is based in Houston, Texas. We were incorporated on April 13, 2000 in the state of Delaware.

Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. On April 1, 2022, the merger (the “Merger”) of Nutex Health Holdco LLC and Clinigence Holdings, Inc. (“Clinigence”) was completed pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) entered on November 23, 2021 between Clinigence, Nutex Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of Clinigence, Nutex, Micro Hospital Holding LLC (solely for the purposes of certain sections of the Merger Agreement), Nutex Health Holdco LLC and Thomas Vo, M.D., solely in his capacity as the representative of the equity holders of Nutex Health Holdco LLC.

In connection with the Merger Agreement, Nutex Health Holdco LLC entered into certain Contribution Agreements with holders of equity interests (“Nutex Owners”) of subsidiaries and affiliates (the “Nutex Subsidiaries”) pursuant to which such Nutex Owners agreed to contribute certain equity interests in the Nutex Subsidiaries to Nutex Health Holdco LLC in exchange for specified equity interests in Nutex Health Holdco LLC (collectively, the “Contribution Transaction”). Nutex owners having ownership interests representing approximately 84% of the agreed upon aggregate equity value of the Nutex Subsidiaries, agreed to contribute all or a portion of their equity interests, as applicable.

Pursuant to the Merger Agreement, each unit representing an equity interest in Nutex Health Holdco LLC issued and outstanding immediately prior to the effective time of the Merger but after the Contribution Transaction (collectively, the “Nutex Membership Interests”) was converted into the right to receive 3.571428575 shares of common stock of Clinigence, or an aggregate of 592,791,712 shares of common stock of Clinigence.

After completing the merger, Clinigence was renamed Nutex Health Inc.

Note 2 - Summary of Significant Accounting Policies

Basis of presentation. These financial statements present the Company’s consolidated financial condition and results of operations including those of majority-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary.

The hospital division includes our healthcare billing and collections organization and hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities (the “Real Estate Entities”). The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to the Physician LLCs in the event of cash shortages and received the benefit of their cash surpluses.

The Real Estate Entities own the land and hospital buildings which are leased to our hospital entities. The Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We consolidate the Real Estate Entities as VIEs in instances where our hospital entities are guarantors or co-borrowers under their

8

outstanding mortgage loans. Since the second quarter of 2022, we have deconsolidated 18 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans.

The Company has no direct or indirect ownership interest in the consolidated Physician LLCs or Real Estate Entities, so 100% of the equity for these entities is shown as noncontrolling interests in the consolidated balance sheets and statements of operations. Many of the Physician LLCs and Real Estate Entities are owned in part and in some cases controlled by related parties including members of our executive management team.

The population health management division includes our management services organizations and a healthcare information technology company providing a cloud-based platform for healthcare organizations. In addition, Associated Hispanic Physicians of So. California (“AHISP”), an IPA entity that is not owned by us, but is consolidated as a VIE of our wholly-owned subsidiary AHP Health Management Services Inc. (“AHP”) since AHP is the primary beneficiary of its operations and has 100% control of AHISP’s operations through its management services agreement with AHISP.

All significant intercompany balances and transactions have been eliminated in consolidation.

Interim financial statements. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods presented. These interim financial statements should be read together with the consolidated financial statements and notes thereto included in our audited financial statements for the years ended December 31, 2022 and 2021.

Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include (i) estimates of net revenue and accounts receivable, (ii) fair value of acquired assets and liabilities in business combinations and (iii) impairment of long-lived assets and goodwill. Actual results could differ from those estimates.

Fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We classify fair value balances based on the classification of the inputs used to calculate the fair value of a transaction. The three levels related to fair value measurements are as follows:

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. 

The estimated fair value of accounts receivable, accounts payable, accrued expenses and notes payable approximate the carrying amount due to the relatively short maturity or time to maturity of these instruments.  Accounts receivable and payable with related parties may not be arms-length transactions and therefore, may not reflect fair value.

9

Except for the initial valuation of intangible assets in connection with the reverse business combination with Clinigence discussed in Note 3 and the impairment of goodwill discussed above, there were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented.

Segment reporting. A public company is required to report descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet established criteria. The Company operates three reportable segments – the hospital division, the population health management division and the real estate division. The real estate division is comprised of the Real Estate Entities.

Reclassifications. Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation.

Recent accounting pronouncements. There are no new accounting pronouncements that are expected to have a material impact on the condensed consolidated financial statements.

Note 3 - Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc.

The merger of Nutex Health Holdco LLC and Clinigence was completed pursuant to the Merger Agreement on April 1, 2022. As discussed above, the merger was accounted for as a reverse business combination with Nutex Health Holdco LLC as the accounting acquirer and Clinigence as the accounting acquiree.

The fair value of purchase consideration transferred on the closing date includes the value of the shares of the combined company owned by Clinigence shareholders at closing of the merger and the fair value of Clinigence’s outstanding and exercisable common stock options and warrants as determined using a Black-Scholes valuation model. The fair value per share of Clinigence’s common stock was $6.40; its traded closing price on April 1, 2022.

Total consideration in the merger is shown below:

Fair value of Clinigence common shares at $6.40 per share (50,961,109 shares)	$	326,151,098
Fair value of Clinigence outstanding common stock options and warrants		110,543,915
Total consideration	$	436,695,013

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The following is the allocation of the total purchase consideration to acquired assets and assumed liabilities including the fair value of identified intangible assets as determined by independent valuation (a level 3 measurement):

Cash and cash equivalents	$	12,716,228
Accounts receivable, net		2,127,076
Prepaid expenses and other current assets		127,384
Property and equipment, net		14,793
Right of use asset, net		86,989
Intangible assets, net		21,668,000
Goodwill		414,006,378
Accounts payable and accrued expenses		(3,966,100)
Deferred revenue		(92,111)
Convertible notes payable, net		(3,771,858)
Term note payable		(674,526)
Lease liability		(91,238)
Deferred tax liability		(5,456,002)
Assets acquired	$	436,695,013

We made a retrospective change in the valuation of options and warrants assumed by us as part of the total consideration in the merger. This change reduced the fair value of consideration paid and goodwill by $10.3 million.

The intangible assets denoted above each have definite lives. These intangible assets are being amortized over their estimated useful lives of 5 to 16 years. Goodwill arising from the reverse business combination is not tax-deductible. As discussed above, we recognized a non-cash impairment charge of $398.1 million in 2022 to reduce the carrying amount of goodwill arising in the reverse business combination.

The results of operations of Clinigence have been included in the Company’s consolidated financial statements since the April 1, 2022 merger date. We expensed $3.9 million of acquisition-related costs for the merger in 2022. These costs consisted principally of legal, accounting and other professional fees for the transaction.

Supplemental Pro Forma Information – The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the merger with Clinigence had been completed on the date indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that management believes are reasonable under the circumstances.

The supplemental pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on January 1, 2021, to give effect to certain events that management believes to be directly attributable to the acquisition. These pro forma adjustments primarily include an increase to depreciation and amortization expense that would have been recognized due to acquired tangible and intangible assets.

The supplemental pro forma financial information is as follows:

	Three Months Ended March 31,
	2022
Revenue	$	85,336,417
Net income attributable to Nutex Health Inc.		7,180,154
Basic earnings per share		0.01
Diluted earning per share		0.01

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The pro forma income above includes $14.2 million of one-time stock-based compensation expense related to the merger transaction. Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the period presented and is not intended to be a projection of future results.

Note 4 – Revenue

We disaggregate revenue from contracts with customers into types of services or products, consistent with our reportable segments, as follows:

	Three Months Ended March 31,
	2023		2022
Hospital Division:
Net patient service revenue	$	54,137,235	$	79,127,242
Management fees		(4,849,071)		-
Total Hospital Division revenue		49,288,164		79,127,242
Population Health Management Division:
Capitation revenue, net		6,051,574		-
Management fees		719,626		-
SaaS revenue		270,053		-
Total Population Health Management Division revenue		7,041,253		-
Total revenue	$	56,329,417	$	79,127,242

Net patient service revenue. We receive payment for facility services rendered by us from federal agencies, private insurance carriers, and patients. The Physician LLCs receive payment for doctor services from these same sources. On average, greater than 90% of our net patient service revenue is paid by insurers, federal agencies, and other non-patient third parties. The remaining revenues are paid by our patients in the form of copays, deductibles, and self-payment. We generally operate as an out-of-‎network provider and, as such, do not have negotiated reimbursement rates with insurance ‎companies. In the fourth quarter of 2022, we signed in-network provider contracts with the Provider Network of America (PNA).

The following tables present the allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage:

	Three Months Ended March 31,
	2023		2022
Insurance		93%		96%
Self pay		4%		3%
Workers compensation		1%		1%
Medicare/Medicaid		2%		0%
Total		100%		100%

Contract balances. Cash payments for SaaS-based subscriptions received in advance of the satisfaction of our performance obligations are reported as deferred revenue and subsequently recognized as revenue over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. We primarily invoice our customers on a monthly basis and do not provide any refunds, rights of return, or warranties. Deferred revenue is presented as current liabilities and totaled $119,872 as of March 31, 2023 and $99,143 as of December 31, 2022. We expect to recognize revenue for these amounts within the next twelve months.

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Note 5 - Property and Equipment

The principal categories of property and equipment, net are summarized as follows:

	Useful		March 31,		December 31,
	Life (years)		2023		2022
Buildings and improvements		39	$	9,086,826	$	8,521,996
Land		-		2,650,670		3,721,576
Leasehold improvements		10-39		28,855,241		28,855,239
Construction in progress		-		13,560,583		19,389,329
Medical equipment		10		29,220,485		28,744,664
Office furniture and equipment		7		2,860,680		2,860,680
Computer hardware and software		5		3,221,577		1,713,434
Vehicles		5		135,590		135,590
Signage		10		1,163,722		1,163,722
Total cost				90,755,374		95,106,230
Less: accumulated depreciation				(13,638,878)		(13,011,878)
Total property and equipment, net			$	77,116,496	$	82,094,352

We deconsolidated 17 Real Estate Entities in the second quarter of 2022 and one Real Estate Entity in the first quarter of 2023. Refer to Note 18.

Depreciation and amortization of property and equipment for the three months ended March 31, 2023 and 2022 totaled $1,123,053 and $1,469,198 respectively.

Note 6 – Intangible Assets

The following tables provide detail of the Company’s intangible assets:

	Gross		Accumulated		Net Carrying		Weighted Average
March 31, 2023	Carrying Amount		Amortization		Amount		Useful Life (in years)
Amortizing intangible assets:
Member relationships	$	16,899,000	$	1,126,599	$	15,772,401		15
Management contracts		2,021,000		126,313		1,894,687		16
Customer contracts		914,000		60,933		853,067		15
Trademarks		1,425,000		150,033		1,274,967		7-12
PHP technology		409,000		81,800		327,200		5
Indefinite life intangible - license		682,649		-		682,649		-
Total	$	22,350,649	$	1,545,678	$	20,804,971
December 31, 2022
Amortizing intangible assets:
Member relationships	$	16,899,000	$	844,950	$	16,054,050		15
Management contracts		2,021,000		94,734		1,926,266		16
Customer contracts		914,000		45,700		868,300		15
Trademarks		1,425,000		112,525		1,312,475		7-12
PHP technology		409,000		61,350		347,650		5
Indefinite life intangible - license		682,649		-		682,649		-
Total	$	22,350,649	$	1,159,259	$	21,191,390

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Amortization of intangible assets for the three months ended March 31, 2023 and 2022 totaled $386,419 and $0, respectively.

Note 7 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	March 31,		December 31,
	2023		2022
Accrued wages and benefits	$	5,901,561	$	4,235,167
Accrued taxes		3,461,054		1,029,790
Accrued other		799,551		975,856
Total accrued expenses and other current liabilities	$	10,162,166	$	6,240,813

Note 8 – Debt

The Company’s outstanding debt is shown in the following table:

	Maturity	Interest	March 31,		December 31,
	Dates	Rates	2023		2022
Term loans secured by all assets	04/2023 - 11/2030	3.25 - 6.00%	$	10,965,545	$	11,341,934
Term loans secured by property and equipment	01/2024 - 10/2029	4.19 - 6.90%		10,815,089		9,299,197
Line of credit secured by all assets	04/2023 - 11/2025	4.50 - 6.50%		2,672,894		2,623,479
Term loans of consolidated Real Estate Entities	08/2023 - 03/2037	3.59 - 4.80%		13,886,997		15,068,920
Total				38,340,525		38,333,530
Less: unamortized debt issuance costs				103,134		112,802
Less: short-term lines of credit				2,672,893		2,623,479
Less: current portion of long-term debt				10,456,134		12,546,097
Total long-term debt			$	25,108,364	$	23,051,152

Term loans and lines of credit. We have entered into private debt arrangements with banking institutions for the purchase of equipment and to provide working capital and liquidity through cash and lines of credit. Unless otherwise delineated above, these debt arrangements are obligations of Nutex and/or its wholly-owned subsidiaries. Consolidated Real Estate Entities have entered into private debt arrangements with banking institutions for purposes of purchasing land, constructing new emergency room facilities and building out leasehold improvements which are leased to our hospital entities. Nutex is a guarantor or, in limited cases, a co-borrower on the debt arrangements of the Real Estate Entities for the periods shown. Since the second quarter of 2022, we have deconsolidated 18 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans.

Certain outstanding debt arrangements require minimum debt service coverage ratios and other financial covenants. At March 31, 2023, we were not in compliance with the debt service coverage ratio for one term loan with an outstanding balance of $1.0 million. This balance has been included in current liabilities. At March 31, 2023, we had remaining availability of $3.1 million under outstanding lines of credit.

Convertible notes payable. We assumed $5,415,375 principal of convertible notes payable of Clinigence outstanding at the merger date. The convertible notes payable were fully converted into 3,474,430 shares of common stock at a conversion price of $1.55 per share before their maturity on July 31, 2022. Debt discount totaling $1,719,572 was accreted over four months to the maturity date of the convertible notes payable.

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Note 9 – Leases

We have entered into hospital property, office and equipment rental agreements with various lessors including related parties. The following tables disclose information about our leases of property and equipment:

	Three Months Ended March 31,
	2023		2022
Operating lease cost	$	948,515	$	692,669
Finance lease cost:
Amortization of right-of-use assets	$	2,484,275	$	927,664
Interest on lease liabilities		2,688,520		980,619
Total finance lease cost	$	5,172,795	$	1,908,283

Note 10 – Commitments and Contingencies

Litigation. The Company, its consolidated subsidiaries or VIEs may be named in various claims and legal actions in the normal course of business. Based upon counsel and management’s opinion, the outcome of such matters is not expected to have a material adverse effect on the consolidated financial statements.

Note 11 – Stock-based Compensation

In 2022, the Company adopted the Amended and Restated Nutex Health Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The maximum aggregate number of shares that may be issued under the 2022 Plan is 5,000,000 shares, subject to increases on January 1st of each calendar year through January 1, 2027 of up to 5% annually at the discretion of the compensation committee of our Board of Directors. A total of 2,416,221 shares were available for issuance under the 2022 Plan at March 31, 2023. Awards granted under the 2022 Plan have a ten-year term and may be incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units or performance shares. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a four-year period.

Obligations for under-construction and ramping hospitals. Under the terms of the Contribution Agreements, contributing owners of the under-construction hospitals and ramping hospitals are eligible to receive a one-time additional issuance of Company common stock.

● With respect to ramping hospitals, 24 months after the opening date (the “Determination Date”) of the applicable ramping hospital, such owner is eligible to receive such owner’s pro rata share of a number of shares of Company Common Stock equal to (i) the trailing twelve months earnings before interest, taxes, depreciation and amortization on the respective Determination Date, multiplied by (ii) 10, (iii) minus the initial equity value received at the Closing of the Merger, and (iv) minus such owner’s pro rata share of the aggregate debt of the applicable ramping hospital outstanding as of the closing of the Merger. The number of additional shares to be issued will be determined based on the greater of (a) the price of the Company’s common stock at the time of determination or (b) $2.80.

● With respect to under construction hospitals, contributing owners of under construction hospitals will be eligible to receive, on the Determination Date, such owner’s pro rata share of a number of shares of Company common stock equal to (a)(i) the trailing twelve months earnings before interest, taxes, depreciation and amortization as of the Determination Date multiplied by (ii) 10, minus (iii) the aggregate amount of such owner’s capital contribution to the under construction hospital, minus (iv) such owner’s pro rata share of the aggregate debt of the applicable under construction hospital outstanding as of the Closing of the Merger,

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divided by (b) the greater of (i) the price of the Company common stock at the time of determination or (ii) $2.80.

We have not recognized any expense for this stock-based compensation based on our current estimates of future obligations to the contributing owners.

Options. Clinigence had 6,500,010 options for the purchase of our common stock outstanding as of the merger date, all of which were fully vested and exercisable. The following table summarizes stock-based awards activity:

					Weighted Average
	Options		Weighted Average		Remaining Contractual
	Outstanding		Exercise Price		Life (Years)
Options outstanding at December 31, 2022		5,147,770	$	2.30		7.60
Options exercised		-		-
Options cancelled		-		-
Options outstanding at March 31, 2023		5,147,770	$	2.32		7.35

Options outstanding as of March 31, 2023 consisted of:

Expiration	Number		Number		Exercise
Date	Outstanding		Exercisable		Price
March 15, 2025		157,196		157,196	$	4.47
January 27, 2027		180,000		180,000		1.50
May 11, 2027		350,000		350,000		1.50
June 6, 2027		3,600		3,600		36.25
August 16, 2027		25,000		25,000		2.51
January 28, 2028		180,000		180,000		1.61
January 27, 2030		296,865		296,865		1.50
February 28, 2030		95,794		95,794		1.25
June 30, 2030		117,056		117,056		1.45
August 4, 2029		40,480		40,480		5.56
January 28, 2031		1,000,000		1,000,000		1.61
February 28, 2031		200,000		200,000		2.00
September 9, 2031		1,934,779		1,934,779		2.75
September 9, 2031		410,000		410,000		2.75
December 17, 2031		157,000		157,000		3.50
Total		5,147,770		5,147,770

Note 12 – Equity

We are authorized to issue up to a total of 900,000,000 shares of common stock having a par value of $0.001 per share. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and to receive ratably in proportion to the shares of common stock held by them any dividends declared from time to time by the board of directors. Our common stock has no preferences or rights of conversion, exchange, pre-exemption or other subscription rights.

Common Stock Issued. Following is a discussion of common stock issuances during the periods presented. All issuances referenced below were unregistered and were exempt from the registration requirements of the Securities Act of 1933, as amended, under Section 4(a)(2).

● In March 2023, we issued 1,000,000 common shares to Apollo Medical Holdings, Inc. for IPA managerial services. We recognized $1.9 million of stock-based compensation expense for this issuance. This expense

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should have been recognized on December 31, 2022. However, we consider this expense not material for revision and thus, is an out-of-period adjustment in this quarter’s financial statements.

● At the time of the Merger, Clinigence had 50,961,109 common shares outstanding. These amounts are shown as issued by us in the presentation of consolidated financial statements as the accounting acquiror.

Warrants. Clinigence had 12,401,240 common stock warrants outstanding as of the merger date. Warrant activity follows:

					Weighted Average
	Warrants		Weighted Average		Remaining Contractual
	Outstanding		Exercise Price		Life (years)
Warrants outstanding at December 31, 2022		11,033,015	$	1.96		3.80
Warrants exercised		(806,453)		1.55
Warrants expired		(1,500)		1.55
Warrants outstanding at March 31, 2023		10,225,062	$	1.99		3.53

In the first quarter of 2023, 702,285 shares of common stock were issued in satisfaction of cashless exercises of warrants to purchase of 806,453 shares of common stock. Warrants outstanding as of March 31, 2023 consisted of:

Expiration	Number		Number		Exercise
Date	Outstanding		Exercisable		Price
April 27, 2023		1,500		1,500	$	25.00
December 31, 2024		554,873		554,873		6.67
October 31, 2025		16,250		16,250		1.25
October 31, 2025		1,566,451		1,566,451		1.55
February 26, 2026		288,235		288,235		4.00
July 31, 2026		2,532,900		2,532,900		1.55
February 1, 2027		650,000		650,000		1.55
May 31, 2027		4,614,853		4,614,853		1.75
Total		10,225,062		10,225,062

Note 13 – Income Taxes

Income tax provisions for interim quarterly periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items related specifically to interim periods. The income tax impact of discrete items is recognized in the period these occur.

In periods before the merger with Clinigence, Nutex Health Holdco LLC and the Nutex Subsidiaries were pass-through entities treated as partnerships for U.S. federal income tax purposes. No provision for federal income taxes was provided for these periods as federal taxes were obligations of these companies’ members. After the merger, Nutex Health Holdco LLC became a wholly-owned subsidiary of Clinigence and is included in its future consolidated corporate tax filings.

Our effective tax rate for the three months ended March 31, 2023 was 11.63%.

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Note 14 – Earnings per Share

The following is the computation of earnings (loss) per basic and diluted share:

	Three Months Ended March 31,
	2023		2022
Amounts attributable to Nutex Health Inc.:
Numerator-
Net income (loss) attributable to common stockholders	$	(5,147,279)	$	21,442,843
Denominator:
Weighted average shares used to compute basic and diluted EPS		650,915,693		592,791,712
Earnings (loss) per share:
Basic	$	(0.01)	$	0.04
Diluted	$	(0.01)	$	0.04

The computation of diluted earnings per common share excludes the 5,147,770 common stock options and 10,225,062 warrants for the three months ended March 31, 2023. The dilutive effect of the assumed exercise of outstanding options and warrants was calculated using the treasury stock method.

Note 15 - Supplemental Cash Flows Information

	Three Months Ended March 31,
	2023		2022
Cash paid for interest	$	430,643	$	875,355
Cash paid for income taxes		-		18,473
Non-cash investing and financing activities:
Financed capital expenditures		2,709,019		-
Acquisition of finance leases		18,798,667		9,937,104
Termination of operating and finance leases		2,818,498		-
Exercise of warrants on cashless basis		702		-
Issuance of common stock to Apollo Medical Holdings, Inc.		1,900,000		-
Deconsolidation of Real Estate Entity		4,258,133		-

Note 16 – Segment Information

We report the results of our operations as three segments in our consolidated financial statements: (i) the hospital division, (ii) the population health management division and (ii) the real estate division. The determination of our reporting segments was made on the basis of our strategic priorities, which corresponds to the manner in which our Chief Executive Officer, as our chief operating decision maker, reviews and evaluates operating performance to make decisions about resources to be allocated. We evaluate the performance of our reportable segments based on, among other measures, operating income, which is defined as income before interest expense, other income (expense), and taxes. Corporate costs primarily include expenses for support functions and salaries and benefits for corporate employees and are excluded from segment operating results.

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Reportable segment information, including intercompany transactions, is presented below:

	Three Months Ended March 31,
	2023		2022
Revenue from external customers:
Hospital division	$	49,288,164	$	79,127,242
Population health management division		7,041,253		-
Total revenue	$	56,329,417	$	79,127,242
Segment operating income:
Hospital division		4,778,637		35,815,496
Population health management division		69,086		-
Total segment operating income	$	4,847,723	$	35,815,496
Capital expenditures:
Hospital division		4,376,983		2,365,359
Real estate division		-		6,226,464
Total capital expenditures	$	4,376,983	$	8,591,823
Revenue from inter-segment activities:
Real estate division	$	258,015	$	4,045,969
Depreciation and amortization:
Hospital division		3,564,022		2,396,861
Population health management division		388,047		-
Real estate division		41,678		-
Total depreciation and amortization	$	3,993,747	$	2,396,861

Note 17 – Related Party Transactions

Related party transactions included the following:

● The Physician LLCs employ the doctors who work in our hospitals. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO, Dr. Thomas Vo. The Physician LLCs are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to them in the event of cash shortages and received the benefit of their cash surpluses.

​
In connection with the merger with Clinigence, we forgave certain amounts due from Physician LLCs for past advances made by us in support of their operations. We recognized net expense of $1,506,650 in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently.

The Physician LLCs had outstanding obligations to their member owners, who are also Company stockholders, totaling $2,488,212 at March 31, 2023 and $2,058,701 at December 31, 2022 reported within accounts payable – related party in our consolidated balance sheets.

● Most of our hospital division facilities are leased from real estate entities which are owned by related parties. These leases are typically on a triple net basis where our hospital division is responsible for all operating costs, repairs and taxes on the facilities. Our obligations under these leases are presented in Note 9. During the three months ended March 31, 2023, we made cash payments for these lease obligations totaling $3,519,345. Cash payments for these lease obligations made in the three months ended March 31, 2022 totaled $2,883,681.

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● We consolidate Real Estate Entities as VIEs when they do not have sufficient equity at risk and our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. The consolidated Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO. We deconsolidated 17 Real Estate Entities in the second quarter of 2022 and one Real Estate Entity in the first quarter of 2023. At March 31, 2023, two Real Estate Entities continue to be consolidated in our financial statements.

In connection with the merger with Clinigence, we forgave certain amounts due from Real Estate Entities for past advances made by us. We recognized net expense totaling $553,259 in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently.

● Accounts receivable – related party included $538,259 at March 31, 2023 and $538,184 at December 31, 2022 due from noncontrolling interest owners of consolidated ER Entities.

● Micro Hospital Holding LLC, an affiliate controlled by our CEO made advances to one of our hospital facilities, SE Texas ER. These advances totaled $1,424,948 at March 31, 2023 and $1,424,948 at December 31, 2022 and are reported as accounts payable – related party in our consolidated balance sheets. The advances have no stated maturity and bear no interest.

● Accounts payable – related party in our consolidated balance sheets included $12,136 at March 31, 2023 and $2,500 at December 31, 2022 for reimbursement of expenses incurred on our behalf.

● We provide managerial services to emergency centers owned and, in some instances, controlled by related parties including an entity controlled by our CEO. We recognized $158,851of managerial fees within the hospital division in the three months ended March 31, 2023 for these services. In the three months ended March 31, 2022, we recognized $412,554 of revenue for these services.

● Two of our ER Entities are obligated under managerial services agreements with related parties commencing in 2022. Payments under these agreements totaled $336,000 for the three months ended March 31, 2023 and $323,194 for the three months ended March 31, 2022.

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Note 18 – Variable Interest Entities

The following tables provide the balance sheet amounts for consolidated VIEs:

	March 31, 2023
	Real Estate		Physician		AHISP
	Entities		LLCs		IPA
Current assets	$	4,671,762	$	6,288,095	$	8,016,463
Property and equipment, net		10,975,277		3,668		-
Other long-term assets		19,634,442		-		16,254,462
Total assets	$	35,281,481	$	6,291,763	$	24,270,925
Current liabilities		1,038,381		5,400,568		24,240,245
Long-term liabilities		13,838,569		-		30,680
Total liabilities		14,876,950		5,400,568		24,270,925
Equity		20,404,531		891,195		-
Total liabilities and equity	$	35,281,481	$	6,291,763	$	24,270,925

	December 31, 2022
	Real Estate		Physician		AHISP
	Entities		LLCs		IPA
Current assets	$	3,466,811	$	6,915,710	$	6,641,448
Property and equipment, net		16,726,986		3,668		-
Long-term assets		19,647,148		-		16,553,040
Total assets	$	39,840,945	$	6,919,378	$	23,194,488
Current liabilities		2,326,335		4,831,617		23,163,808
Long-term liabilities		15,019,633		-		30,680
Total liabilities		17,345,968		4,831,617		23,194,488
Equity		22,494,977		2,087,761		-
Total liabilities and equity	$	39,840,945	$	6,919,378	$	23,194,488

The assets of each of the ER Entities may only be used to settle the liabilities of that entity or its consolidated VIEs and may not be required to be used to settle the liabilities of any of the other ER Entities, other VIEs, or corporate entity. Additionally, the assets of corporate entities cannot be used to settle the liabilities of VIEs. The Company has aggregated all of the Physician LLCs and Real Estate Entities into two categories above, because they have similar risk characteristics, and presenting distinct financial information for each VIE would not add more useful information.

Real Estate Entities are consolidated by the Company as VIEs because they do not have sufficient equity at risk and our hospital entities are guarantors of their outstanding mortgage loans. We have been working with the third-party lenders to remove our guarantees of their outstanding mortgage loans. As these guarantees are released, the associated Real Estate Entity no longer qualifies as a VIE and is deconsolidated. We deconsolidated 17 Real Estate Entities in the second

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quarter of 2022 and one Real Estate Entity in the first quarter of 2023. There was no gain or loss on the deconsolidation of these entities. As of March 31, 2023, two Real Estate Entities continue to be consolidated in our financial statements.

At the date we deconsolidated these Real Estate Entities in the second quarter of 2022, they had $2,421,212 of cash, $98,086,690 of fixed assets (principally land and building), $533,874 of other assets, $69,638,778 of liabilities (principally mortgage indebtedness) and $31,402,998 of equity reported as noncontrolling interests.

The Real Estate Entity we deconsolidated in the first quarter of 2023 had $1,039,156 of cash, $8,420,537 of fixed assets (principally land and building), $179,846 of other assets, $5,381,316 of liabilities (principally mortgage indebtedness) and $4,258,133 million of equity reported as noncontrolling interests as of the date of deconsolidation.

Note 19 - Subsequent Events

The Company has evaluated subsequent events through the filing of this report and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the transactions described below:

Yorkville Transaction and Conversion. On April 11, 2023, the Company entered into a Pre-Paid Advance Agreement (the “PPA”) with YA II PN, Ltd. (“Yorkville”). In accordance with the terms of the PPA, the Company may request advances of up to $25 million from Yorkville (or such greater amount that the parties may mutually agree) (each, a “Pre-Paid Advance”), which will be purchased by Yorkville at 90% of the face amount. Future Pre-Paid Advances will range from $5 million to $25 million depending on stock price and volume conditions being met, with an aggregate limitation on the Pre-Paid Advances of $100 million over an 18-months period. At the request and sole discretion of Yorkville, such Pre-Paid Advances will be correspondingly reduced upon the issuance of our Common Stock to Yorkville at a Purchase Price equal to (a) $1.00 in respect of the initial Pre-Paid Advance, and (b) with respect to each subsequent Pre-Paid Advance the lower of (i) 100% of the volume weighted average price (VWAP) of the Company’s common stock on the trading day immediately preceding the closing of such Pre- Paid Advance or (ii) 92.0% of the average of the two lowest daily VWAP of the shares during the seven trading days immediately prior to each Pre-Paid Advance, subject to a floor price of $0.1851 per share.

In connection with the execution of the PPA, Yorkville paid to the Company an initial Pre-Paid Advance amount of $15 million ($12.8 million before expenses) and agreed to pay an additional $10 million on the earlier of June 10, 2023, or the date upon which the outstanding balance on the initial $15 million has been reduced below $1 million, in each case, as long as the volume weighted average price (VWAP) for the ten trading days prior to such date is at least $0.60 per share.

Subsequent to the end of the period through the date of the report, in connection with the PPA, Yorkville converted $2,000,000 of principal balance to 3,856,267 shares of common stock. The stock issued was determined based on the terms of the PPA.

Restricted Stock Awards. On April 1, 2023, the Company issued 604,158 Restricted Stock Units (RSUs), valued at $610,210 to certain employees. The 214,719 RSU Common Shares vested on April 1, 2023, another 194,719 common shares will vest on March 1, 2024 and another 194,719 common shares will vest on March 1, 2025.

Stock Issuance. On April 10, 2023, 566,042 shares of common stock were issued in satisfaction of cashless exercises of warrants to purchase of 650,000 shares of common stock.

* * * * *

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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

Explanatory Note

On April 1, 2022 (the “Merger Date”), Nutex Health Holdco LLC and Clinigence Holdings, Inc. (“Clinigence”) completed the merger (the “Merger”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) dated as of November 23, 2021 between Clinigence, Nutex Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of Clinigence, Nutex, Micro Hospital Holding LLC (solely for the purposes of certain sections of the Merger Agreement), Nutex Health Holdco LLC and Thomas Vo, M.D., solely in his capacity as the representative of the equity holders of Nutex. Immediately following the completion of the Merger, Clinigence amended its certificate of incorporation and bylaws to change its name to “Nutex Health Inc.” In connection with the Merger, each outstanding equity interest of Nutex Health Holdco LLC was exchanged for 3.571428575 shares of Clinigence common stock. The Merger was accounted for as a reverse business combination under U.S. GAAP. Therefore, Nutex Health Holdco LLC was treated as the accounting acquirer in the Merger. Our financial statements presented for periods prior to the Merger Date are those of Nutex Health Holdco, LLC, as the Company’s predecessor entity. Beginning with the second quarter of 2022, our financial statements are presented on a consolidated basis and include Clinigence.

Except where the context indicates otherwise, (i) references to “we,” “us,” “our,” or the “Company” refer, for periods prior to the completion of the Merger, to Nutex Health Holdco LLC and its subsidiaries, (ii) references the “Nutex Health” for periods following the completion of the Merger, refer to Nutex Health Inc. and its subsidiaries and (ii) references to “Clinigence” refer to Clinigence Holdings, Inc. and its subsidiaries prior to the completion of the Merger.

Overview

Nutex Health Inc. is a physician-led, healthcare services and operations company with 19 hospital facilities in eight states (hospital division), and a primary care-centric, risk-bearing population health management division. Our hospital division implements and operates different innovative health care models, including micro-hospitals, specialty hospitals and hospital outpatient departments (“HOPDs”). The population health management division owns and operates provider networks such as independent physician associations (“IPAs”) and offers a cloud-based proprietary technology platform to IPAs which aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of patients and providers.

We employ approximately 1200 full time employees and partner with over 900 physicians. Our corporate headquarters is based in Houston, Texas. We were incorporated on April 13, 2000 in the state of Delaware.

Our financial statements present the Company’s consolidated financial condition and results of operations including those of majority-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary.

The hospital division includes our healthcare billing and collections organization and hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities (the “Real Estate Entities”). The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to the Physician LLCs in the event of cash shortages and received the benefit of their cash surpluses.

The Real Estate Entities own the land and hospital buildings which are leased to our hospital entities. The Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We consolidate the Real Estate Entities as VIEs in instances where our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. Since the second quarter of 2022, we deconsolidated 18 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans.

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The Company has no direct or indirect ownership interest in the Physician LLCs or Real Estate Entities, so 100% of the equity for these entities is shown as noncontrolling interest in the consolidated balance sheets and statements of operations.

The population health management division includes our management services organizations and a healthcare information technology company providing a cloud-based platform for healthcare organizations. In addition, AHISP, IPA, a physician-affiliated entity that is not owned by us—is consolidated as a VIE of our wholly-owned subsidiary AHP since we are the primary beneficiary of their operations under AHP’s management services contracts with them.

Sources of revenue. Our hospital division recognizes net patient service revenue for contracts with patients and in most cases a third-party payor (commercial insurance, workers compensation insurance or, in limited cases, Medicare/Medicaid).

We receive payment for facility services rendered by us from federal agencies, private insurance carriers, and patients. The Physician LLCs receive payment for doctor services from these same sources. On average, greater than 90% of our net patient service revenue are paid by insurers, federal agencies, and other non-patient third parties. The remaining revenues are paid by our patients in the form of copays, deductibles, and self-payment. The following tables present the allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage:

	Three Months Ended March 31,
	2023		2022
Insurance		93%		96%
Self pay		4%		3%
Workers compensation		1%		1%
Medicare/Medicaid		2%		0%
Total		100%		100%

The population health management division recognizes revenue for capitation and management fees for services to IPAs and physician groups and for the licensing, training, and consulting related to our cloud-based proprietary technology. Capitation revenue consists primarily of capitated fees for medical services provided by physician-owned entities we consolidate as VIEs. Capitated arrangements made directly with various managed care providers including HMOs. Capitation revenues are typically prepaid monthly to us based on the number of enrollees selecting us as their healthcare provider. Capitation is a fixed payment amount per patient per unit of time paid in advance for the delivery of health care services, whereby the service providers are generally liable for excess medical costs. We receive management fees that are received based on gross capitation revenues of the IPAs or physician groups we manage.

Our growth plans. We plan to expand our operations by entering new market areas either through development of new hospitals, formation of new IPAs or by making acquisitions.

We identify new market areas for hospitals based on the area’s need for access to emergency health services and growth expectations. We identify and partner with local physicians who will operate and manage the new location. When developing new hospitals, we have a turn-key process for location selection, real estate acquisition, design, ‎and development of the facility including staffing, training and operations. We extend our existing comprehensive suite of ‎centralized services to operating hospitals, including executive management, billing, collections, recruiting ‎and marketing.

Overview of Legislative Developments

The U.S. Congress and many state legislatures have introduced and passed a large number of proposals and legislation designed to make major changes in the healthcare system, including changes that have impacted access to health insurance. The most prominent of these efforts, the Affordable Care Act, affects how healthcare services are covered, delivered and reimbursed. The Affordable Care Act increased health insurance coverage through a combination of public

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program expansion and private sector health insurance reforms. There is uncertainty regarding the ongoing net effect of the Affordable Care Act due to the potential for continued changes to the law’s implementation and its interpretation by government agencies and courts. There is also uncertainty regarding the potential impact of other health reform efforts at the federal and state levels.

In response to the COVID-19 pandemic, federal and state governments passed legislation, promulgated regulations, and have taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency and to provide financial relief. Among these, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) had the most impact on our business.

The CARES Act included a waiver of insurance copayments, coinsurance, and annual deductibles for laboratory tests to diagnose COVID-19 and visits to diagnose COVID-19 at an emergency department of a hospital. These provisions of the CARES Act expired on June 30, 2021. While these provisions were effective, we experienced higher levels of revenue due to a shift of payor mix. The larger number and acuity of patient claims for COVID-19 also resulted in higher revenue.

No Surprises Act

The No Surprises Act (“NSA”) is a federal law that took effect January 1, 2022, to protect consumers from most instances of “surprise” balance billing. The legislation was included in the Consolidated Appropriations Act, 2021, which was passed by Congress and signed into law by President Trump on December 27, 2020. With respect to the Company, ‎the NSA limits the amount an insured patient will pay for emergency services furnished by an out-of-network ‎provider. The NSA addresses the payment of these out-of-network providers by group health plans or health ‎insurance issuers (collectively, “insurers”). In particular, the NSA requires insurers to reimburse out-of-network ‎providers at a statutorily calculated “out-of-network rate.” In states without an all-payor model agreement or ‎specified state law, the out-of-network rate is either the amount agreed to by the insurer and the out-of-network ‎provider or an amount determined through an independent dispute resolution (“IDR”) process. ‎

‎

Under the NSA, insurers must issue an initial payment or notice of denial of payment to a provider within ‎thirty days after the provider submits a bill for an out-of-network service. If the provider disagrees with the ‎insurer’s determination, the provider may initiate a thirty-day period of open negotiation with the insurer over the ‎claim. If the parties cannot resolve the dispute through negotiation, the parties may then proceed to IDR ‎arbitration. ‎

Independent Dispute Resolution. The provider and insurer each submits a proposed payment amount and ‎explanation to the arbitrator. The arbitrator must select one of the two proposed payment amounts taking into ‎account the “qualifying payment amount” and additional circumstances including among other things the level of training, outcomes ‎measurements of the facility, the acuity of the individual treated, and the case mix and scope of services of the ‎facility providing the service. The NSA prohibits the arbitrator from considering the provider’s usual and ‎customary charges for an item or service, or the amount the provider would have billed for the item or service in ‎the absence of the NSA. ‎

Qualifying Payment Amount. The “qualifying payment amount” is generally “the median of the contracted ‎rates recognized by the plan or issuer under such plans or coverage, respectively, on January 31, 2019, for the ‎same or a similar item or service that is provided by a provider in the same or similar specialty and provided in the ‎geographic region in which the items or service is furnished,” with annual increases based on the consumer price ‎index. In other words, the qualifying payment amount is typically the median rate the insurer would have paid for ‎the service if provided by an in-network provider or facility.‎

HHS Final Rule. As required by the NSA, the United States Department of Health and Human ‎Services (“HHS”) has established an IDR process under which a certified IDR ‎entity determines the ultimate amount of payment. The HHS’ final rule became effective October 25, 2022. The final rule eliminated the rebuttable presumption that the qualified payment amount is the correct price and also abandoned the requirement that the certified IDR entity must select the offer closest to the qualifying payment amount. These key provisions were initially part of the interim rule issued in 2021 and were challenged by several court cases. Under the final rule, the certified IDR entity must instead select the

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offer that best reflects the value of the item or service provided, by first considering the QPA and then considering “additional information” that is relevant to the dispute.

Since the NSA became effective January 1, 2022, our average payment by insurers of patient claims for emergency services has declined by approximately 30%. In our experience, insurers often initially pay amounts lower than the QPA without regard for other information relevant to the claim. This requires us to make more appeals using the IDR process. While we are working within the established processes for IDR, we have had varying successes at achieving collections higher than the established QPA.

On March 17, 2023, the Centers for Medicare & Medicaid Services (“CMS”) issued new guidance (“Guidance”) applicable to the independent dispute resolution (“IDR”) process in the NSA effective for payment determinations made on or after February 6, 2023 for items and services furnished on or after October 25, 2022 for plan years (in the individual market, policy years) beginning on or after January 1, 2022. The revisions were put in place to help balance the arbitration process by including the recent Texas Medical Association Court Order and removing “double counting” provisions. From now on, independent arbiters must consider all evidence given to them by the disputing parties, and not just the Qualified Payment Amount (QPA).

Under the Guidance, Certified IDR Entities now must consider:

● QPA(s) for the applicable year for the qualified IDR item or service; and

● other information submitted by a party as long as it does not contain prohibited factors.

Generally, parties may submit additional information regarding any of the circumstances of the services provided. Under the Guidance, the certified IDR entity now must consider all information submitted to determine the appropriate payment rate. Previously, there was a rebuttable presumption that the QPA was the appropriate payment amount, and the IDR entity was not required to consider any additional factors. This news comes as a major win for Nutex Health and other providers’ quest to make the arbitration process more equitable and straightforward.

After being suspended for services rendered after October 25, 2022, IDR entities have been instructed to resume payments. Now that the IDR process is reopened for all claims, arbiters can start making headway on the backlog.

We are supportive of industry efforts seeking to amend the NSA final rule. Our experience, like that of many other healthcare providers, is that the final rule continues to unfairly favor insurers in the determination of the QPA we receive for our healthcare services. It is difficult to predict the outcome of efforts to challenge or amend the final rule. As well, there can be no assurance that third-party payors will not attempt to further reduce the rates they pay for our services or that additional rules issued under the NSA will not have adverse consequences to our business.

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Results of Operations

We report the results of our operations as three segments in our consolidated financial statements: (i) the hospital division, (ii) the population health management division and (ii) the real estate division. Activity within our business segments is significantly impacted by demand for healthcare services we provide, competition for these services in each of the market areas we serve, and the legislative changes discussed above.

	Three Months Ended March 31,
	2023		2022
Revenue:
Hospital division	$	49,288,164	$	79,127,242
Population health management division		7,041,253		-
Total revenue		56,329,417		79,127,242
Segment operating income:
Hospital division		4,778,637		35,815,496
Population health management division		69,086		-
Total segment operating income		4,847,723		35,815,496
Corporate and other costs:
Facilities closing costs		217,266		-
Stock-based compensation expense		1,900,000		-
General and administrative expenses		7,175,544		6,576,523
Total corporate and other costs		9,292,810		6,576,523
Interest expense		3,140,089		1,855,974
Other expense		247,455		2,380,545
Income (loss) before taxes		(7,832,631)		25,002,454
Income tax expense (benefit)		(910,659)		176,323
Net income (loss)		(6,921,972)		24,826,131
Less: net income (loss) attributable to noncontrolling interests		(1,774,693)		3,383,288
Net income (loss) attributable to Nutex Health Inc.	$	(5,147,279)	$	21,442,843
Adjusted EBITDA	$	2,437,854	$	24,175,775

Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

We reported a net loss attributable to Nutex Health Inc. of $5.1 million, or a loss of $0.01 per share, for the three months ended March 31, 2023 as compared with net income attributable to Nutex Health Inc. of $21.4 million, or $0.04 per diluted share, for same period of 2022. Our 2023 results were principally affected by:

● Lower patient visits, decreasing by 36% during the three months ended March 31, 2023 as compared with the same period of 2022 due mostly to increased Covid visits in January 2022;

● Issuance in March 2023 of 1,000,000 common shares for total expense of $1.9 million to Apollo Medical Holdings, Inc. for IPA managerial services; and

● Higher overall cost of employees and independent contractors.

Adjusted EBITDA for the three months ended March 31, 2023 was $2.4 million as compared to $24.2 million for the comparable period of 2022. Refer to Non-GAAP Financial Measures discussed below for a definition and reconciliation of Adjusted EBITDA. The items affecting revenue and start-up costs contributed significantly to the decline in Adjusted EBITDA in the 2023 period.

A discussion of our segment results is included below.

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Hospital Division. Our revenue for the three months ended March 31, 2023 totaled $49.3 million as compared to $79.1 million for the same period of 2022, a decrease of 38% caused by a reduction in both collection amounts and the number of patient visits.

The following table shows the number of patient visits during the periods:

	Three Months Ended March 31,
	2023		2022
Patient visits:
Hospital		33,085		51,743

Total patient visits decreased 36% during the three months ended March 31, 2023 as compared with the same period of 2022. Patient visits in the 2022 period included significant volumes of COVID-19 related cases.

The hospital division’s operating income was $4.8 million during the three months ended March 31, 2023, down as compared with income of $35.8 million in the same period of 2022, a decrease of 86.6%. Our operating income for the first quarter of 2023 was adversely affected by the reduction in net revenue discussed above. Additionally, we have made professional staffing additions in line with our operations.

Population Health Management Division. We completed our reverse business combination with Clinigence in April 2022. Clinigence's operations are reported as the population health management division. Our total revenue for the three months ended March 31, 2023 was $7.0 million consisting of capitation revenue of $6.0 million, management fees of $0.7 million and SaaS revenue of $0.3 million. Capitation revenue is recognized by our consolidated VIE, AHISP. We do not have an equity interest in this VIE but consolidate it since we are the primary beneficiary of its operations under our management services contract with them. We also earn management fees under our management services contracts with other IPAs and MSOs which are reported as revenue.

The population health management division had $0.1 million of operating income for the three months ended

March 31, 2023. Strategically, we are focused on the growth of this division principally through the addition of new independent physician associations and have staffed our organization to manage larger numbers of such organizations.

Real Estate Division. This division reports the operations of consolidated Real Estate Entities where we provide guarantees of their indebtedness or are co-borrowers. During the first quarter of 2023, we deconsolidated one Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans.

Revenue and operating expenses of consolidated Real Estate Entities are not significant since the extent of these entities’ operations is to own facilities leased to our hospital division entities which are financed by a combination of contributed equity by related parties and third-party mortgage indebtedness. Such leases are typically on a triple net basis where our hospital division is responsible for all operating costs, repairs and taxes on the facilities. Finance lease income is recognized outside of segment operating income as other income by the Real Estate Entities. However, these amounts are largely eliminated in the consolidation of these entities into our financial statements.

At March 31, 2023, two Real Estate Entities continue to be consolidated in our financial statements. We expect that hospitals we open in the future may be leased from new Real Estate Entities which may be owned in whole or part by related parties. Third-party lenders to these entities may require that we provide a guarantee or become co-borrowers under mortgage indebtedness financings for such facilities. In such instances, we may be required to consolidate these new Real Estate Entities in our financial statements as VIEs.

Corporate and other costs. Corporate and other costs in the three months ended March 31, 2023 included general and administrative expenses totaling $7.2 million. Our corporate costs for the three months ended March 31, 2022 totaled $6.6 million and consisted of general and administrative expenses. General and administrative costs include our executive management, accounting, human resources, corporate technology, insurance and professional fees. We have incurred higher levels of professional fees as a public company. During the three months ended March 31, 2023, we

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incurred closing costs of $0.2 million due to the closure of three facilities in January 2023. In addition, we have made staffing and management additions commensurate with our operational growth. In March 2023, we issued 1,000,000 common shares to Apollo Medical Holdings, Inc. for IPA managerial services. We recognized $1.9 million of stock-based compensation expense for this issuance.

Nonoperating items

Interest expense. Interest expense totaled $3.1 million in the three months ended March 31, 2023 as compared with $1.9 million for the same period of 2022. This includes interest expense associated with the mortgage indebtedness of consolidated Real Estate Entities, interest expense on outstanding term notes and lines of credit for financing operating equipment and working capital needs and interest expense for financing leases.

Income tax expense. Income tax provisions for interim quarterly periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items related specifically to interim periods. The income tax impact of discrete items is recognized in the period these occur.

Our effective tax rate for the three months ended March 31, 2023, excluding the non-deductible goodwill impairment expense, was approximately 11.63%. The primary difference from the federal statutory rate of 21% is related to state taxes, income of noncontrolling interests in flow-through entities and permanent differences for non-deductible expenses.

Liquidity and Capital Resources

As of March 31, 2023, we had $32.8 million of cash and equivalents, compared to $34.3 million of cash and equivalents at December 31, 2022.

Significant sources and uses of cash during the first three months of 2023.

Sources of cash:

● Cash from operating activities was $1.1 million, which included $2.9 million from the primary components of our working capital (receivables, inventories, accounts payable and expenses).

● We received net proceeds of $5.4 million from borrowings under notes payable and lines of credit.

Uses of cash:

● Capital expenditures were $4.4 million.

● Distributions, net of contributions, to noncontrolling interests totaling $1.5 million.

● Cash associated with the deconsolidated Real Estate Entity totaled $1.0 million.

Future sources and uses of cash. Our operating activities are financed with cash on hand which is generated from revenues, which may vary significantly based on regulatory changes affecting the timing and amounts of insurance reimbursements for our services. Most of our hospital facilities are leased from various lessors including related parties. These leases are presented in our consolidated balance sheets unless the lease is from a consolidated Real Estate Entity. Our growth plans include the development of new hospital locations. We expect that in many of these locations we will lease facilities from newly established entities partially owned by related parties.

We routinely enter into equipment lease agreements to procure new or replacement equipment and may also finance these purchases with term debt‎. We have smaller lines of credits available for working capital purposes and are presently working to supplement or replace these with larger financing commitments. These larger financing commitments are subject to market conditions and we may not be able to obtain such larger financing commitments at favorable economic terms or at all. We also believe that our existing cash, cash equivalents, and marketable securities, and available borrowing capacity, in addition to the $12.8 million of net proceeds received in connection with the execution of the Yorkville PPA on April 11, 2023, will be sufficient to meet our anticipated cash needs requirements for operations and growth objectives for at least the next twelve months. If the assumptions underlying our business plan regarding future

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revenue and expenses change or if unexpected opportunities or needs arise, we may seek to raise additional cash by selling equity or debt securities.

Indebtedness. The Company’s indebtedness at March 31, 2023 is presented in Item I, “Financial Statements – Note 8 – Debt” and our lease obligations are presented in Item I, “Financial Statements—Note 9 – Leases.”

Off-Balance Sheet Arrangements

As of March 31, 2023, we had no material off-balance sheet arrangements.

Non-GAAP Financial Measures

Adjusted EBITDA. Adjusted EBITDA is used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance.

We define Adjusted EBITDA as net income (loss) attributable to Nutex Health Inc. plus net interest expense, income taxes, depreciation and amortization, further adjusted for stock-based compensation, any facilities closing costs, acquisition related costs and impairments. A reconciliation of net income to Adjusted EBITDA is included below. Adjusted EBITDA is not intended to serve as an alternative to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.

	Three Months Ended March 31,
	2023		2022
Reconciliation of net income (loss) attributable to Nutex Health Inc. to Adjusted EBITDA:
Net income (loss) attributable to Nutex Health Inc.	$	(5,147,279)	$	21,442,843
Depreciation and amortization		3,993,747		2,396,861
Interest expense, net		3,140,089		1,855,974
Income tax expense (benefit)		(910,659)		176,323
Allocation to noncontrolling interests		(755,310)		(1,696,226)
EBITDA		320,588		24,175,775
Facilities closing costs		217,266		-
Stock-based compensation expense		1,900,000		-
Adjusted EBITDA	$	2,437,854	$	24,175,775

Significant Accounting Policies

The preparation of financial statements and related disclosures in accordance with GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1 to the Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2022 describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. The Company’s critical accounting policies that are impacted by judgments, assumptions and estimates are described in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022. Since December 31, 2022, there have been no material changes in the Company’s accounting policies that are impacted by judgments, assumptions and estimates.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

With respect to the three months ended March 31, 2023, there have been no material changes in our primary market risk exposures or how those exposures are managed since the information disclosed in our 2022 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision of our CEO and our CFO, the effectiveness of disclosure controls and procedures as of March 31, 2023. Based on this evaluation, the Company concluded that our disclosure controls and procedures were not effective as of March 31, 2023 due to the material weakness previously identified as described below.

Previously Reported Material Weaknesses. We previously identified material weaknesses in our internal control over financial reporting in our Form 10-K for the year ended December 31, 2022, based on criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). Based on our assessment, the following material weaknesses were identified:

● The Company did not design and implement logical access controls for certain financially relevant systems. Business process controls, both automated and manual, that are dependent upon the information derived from those financially relevant systems were also determined to be ineffective as a result of such deficiency;

● Business process controls across the entity’s financial reporting processes were not effectively designed and implemented to properly address the risk of material misstatement, including controls without proper segregation of duties between preparer and reviewer and key management review controls; and

● Ineffective design and implementation of controls over the completeness and accuracy of information included in key spreadsheets supporting the financial statements.

Management has concluded that, based on applying the COSO criteria, as of December 31, 2022, the Company’s internal control over financial reporting was not effective to provide reasonable assurance of the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Remediation Plans. These material weaknesses did not result in material misstatement of the Company’s consolidated financial statements for the periods presented. The Company has started the process of designing and implementing effective internal control measures to remediate the material weakness. The Company’s efforts include the implementation of a new enterprise-wide system in the first quarter of 2023 that will reduce reliance on manual processes and spreadsheets supporting the financial statements. Additionally, the Company plans to engage a firm to assist in the proper design, implementation and testing of internal controls over financial reporting. We expect to add key senior management positions including a Chief Operating Officer as well in the near term. We have also already made some additions to our accounting and financial reporting teams in the first quarter of 2023.

While we believe that these efforts will improve our internal control over financial reporting, our remediation efforts are ongoing and will require validation and testing of the design and operating effectiveness of internal controls. The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight. We will not be able to conclude whether the steps we are taking will fully remediate the remaining material weakness in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their

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effectiveness. We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting. We are taking actions to remediate the material weakness relating to our internal control over financial reporting, as described above. Except as otherwise described herein, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We are making changes to our internal control over financial reporting in connection with the implementation of our new enterprise-wide system in the first quarter of 2023.

Inherent Limitations on Effectiveness of Disclosure Controls and Procedures. Our senior members of management do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II — OTHER INFORMATION

Item 1.   Legal Proceedings.

From time-to-time, the Company is involved in various civil actions as part of its normal course of business. The Company is not a party to any litigation that is material to ongoing operations as defined in Item 103 of Regulation S-K as of the period ended March 31, 2023.

Item 1A. Risk Factors.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in our Form 10-K for the year ended December 31, 2022 and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. In addition, you should carefully consider the risks described below.

Substantial blocks of our Common Stock may be sold into the market as a result of the Pre-Paid Advance Agreement.

The price of our Common Stock could decline if there are substantial sales of shares of our Common Stock, if there is a large number of shares of our Common Stock available for sale, or if there is the perception that these sales could occur.

On April 11, 2023, we entered into the PPA with Yorkville. Pursuant to the PPA, we may request Pre-Paid Advances of up to $25 million each from Yorkville (or such greater amount that the parties may mutually agree), with a limitation on outstanding Pre-Paid Advances ranging from up to $25 million to $5 million depending on stock price and volume conditions being met, and an aggregate Commitment Amount of $100 million. At the request and sole discretion of Yorkville, such Pre-Paid Advances will be correspondingly reduced upon the issuance of our Common Stock to Yorkville at a Purchase Price equal to (a) $1.00 in respect of the initial Pre-Paid Advance, and (b) with respect to each subsequent Pre-Paid Advance the lower of (i) 100% of the volume weighted average price (VWAP) of the Company’s common stock on the trading day immediately preceding the closing of such Pre- Paid Advance or (ii) 92.0% of the average of the two lowest daily VWAP of the shares during the seven trading days immediately prior to each Pre-Paid Advance, subject to a floor price of $0.1851 per share.

Any issuances of shares of our Common Stock pursuant to the PPA to offset the Pre-Paid Advances will dilute the percentage ownership of stockholders and may dilute the per share projected earnings (if any) or book value of

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our Common Stock. Sales of a substantial number of shares of our Common Stock in the public market or other issuances of shares of our Common Stock, or the perception that these sales or issuances could occur, could cause the market price of our Common Stock to decline and may make it more difficult for you to sell your shares at a time and price that you deem appropriate.

We may not receive the full amount of the initial Pre-Paid Advance

Yorkville has agreed to pay to the Company the initial Pre-Paid Advance amount as follows: (i) $15 million on April 11, 2023, and (ii) $10 million on the earlier of (y) June 10, 2023, or (z) the date upon which the outstanding balance on the initial portion of the initial Pre-Paid Advance has been reduced below $1 million, in both cases, as long as the VWAP for the ten trading days prior to June 10, 2023 or the date when the balance is reduced below $1 million, as applicable, is at least $0.60 per share, otherwise, the parties hereto shall mutually agree on the amount and timing of the remaining $10 million payment. As a result, we may only receive total proceeds, before expenses, of approximately $12.8 million, before expenses.

Once we receive a Pre-Paid Advance, we do not have the right to control the timing and amount of the issuance of our shares of Common Stock to Yorkville under the PPA and, accordingly, it is not possible to predict the actual number of shares we will issue pursuant to the Pre-Paid Advance Agreement at any one time or in total.

Once we receive any of the Pre-Paid Advances, including the initial Pre-Paid Advance, we do not have the right to control the timing and amount of any issuances of our shares of Common Stock to Yorkville under the PPA. Sales of our Common Stock, if any, to Yorkville under the PPA will depend upon market conditions and other factors, and the discretion of Yorkville. We may ultimately decide to sell to Yorkville all, some or none of the shares of our Common Stock that may be available for us to sell to Yorkville pursuant to the PPA. Each Pre-Paid Advance matures within one year.

Because the purchase price per share to be paid by Yorkville for the shares of Common Stock that we may elect to sell to Yorkville under the PPA, if any, will fluctuate based on the market prices of our Common Stock, if any, it is not possible for us to predict, prior to any such sales, the number of shares of Common Stock that we will sell to Yorkville under the PPA, the purchase price per share that Yorkville will pay for shares purchased from us under the PPA, or the aggregate gross proceeds that we will receive from those purchases by Yorkville under the PPA, if any.

In addition, unless we satisfy the exception set forth in the PPA based on the average price of our sales thereunder or we obtain stockholder approval, we will not be able to issue shares of our Common Stock in excess of 19.9% of the outstanding shares of Common Stock as of April 10, 2023 (the “Exchange Cap”) under the PPA (or any other transaction that is integrated with the PPA) in accordance with applicable Nasdaq rules. Depending on the market prices of our Common Stock in the future, this could be a significant limitation on the amount of funds we are able to raise pursuant to the PPA. Other limitations in the PPA, including the ownership limitation on Yorkville of 4.99% of the then outstanding voting power or number of shares of outstanding Common Stock (the “Ownership Limitation”), and our ability to meet the conditions necessary to request a Pre-Paid Advance, could also prevent us from being able to request Pre-Paid Advances up to the Commitment Amount.

If we desire to request Pre-Paid Advances under the PPA in excess of $25 million, and the Exchange Cap provisions and other limitations in the PPA would allow us to do so, we would need to file with the SEC one or more prospectus supplements to register under the Securities Act any such additional shares of our Common Stock.

Further, the resale by Yorkville of a significant amount of shares registered in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Common Stock to decline and to be highly volatile.

Upon a trigger event, the Company may be required to make payments that could cause financial hardship to the Company.

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Upon entering into the PPA, the Company agreed that within three trading days of (i) the Common Stock’s trading price becoming lower than $0.1851 for any five of seven consecutive trading days or (ii) the Company issuing substantially all of the shares available under the Nasdaq Cap, the Company must pay Yorkville a monthly cash payment (the “Monthly Payment”) of $7.5 million (or such lower amount of a particular Pre-Paid Advance then outstanding), plus any accrued and unpaid interest and a 6% redemption premium. This financial obligation may cause an undue and unsustainable burden on the Company and cause a material adverse effect on the Company’s operations and financial condition.

Our current business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we may not be able to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected.

The extent to which we rely on Yorkville as a source of funding will depend on a number of factors, including the prevailing market price of our Common Stock, our ability to meet the conditions necessary to request for Pre-Paid Advances under the PPA, the impacts of the Exchange Cap and the Ownership Limitation and the extent to which we are able to secure funding from other sources. In addition to the amount of funds we ultimately raise under the PPA, if any, we expect to continue to seek other sources of funding, including by offering additional equity, and/or equity-linked securities, through one or more credit facilities and potentially by offering debt securities, to finance a portion of our future expenditures.

We have experienced operating losses, and we expect to continue to incur operating losses as we implement our business plans. We expect our capital expenditures to continue to be significant in the foreseeable future as we expand our business. We expect to expend capital with significant outlays directed towards expanding current programs and service offerings. As a result, our capital requirements are uncertain and actual capital requirements may be different from those we currently anticipate. In addition, new opportunities for growth in future product lines and markets may arise and may require additional capital.

As of March 31, 2023, our principal source of liquidity is our unrestricted cash balance in the amount of approximately $33 million. We entered into the PPA whereby we will have the ability to request Pre-Paid Advances of up to $25 million. In addition, we previously entered into the Lincoln Committed Equity Financing whereby we will have the right, but not the obligation, to sell to LPCF (“Lincoln Purchase Agreement”) up to $100 million worth of our shares of Common Stock. We may not be able to utilize these facilities to raise additional capital when, or in the amounts, we may require. Nutex has agreed with Yorkville that it will not utilize the Lincoln Purchase Agreement while there are Pre-Paid Advances outstanding under the PPA in excess of $1 million. Any debt we incur from Yorkville or other parties could make us more vulnerable to a downturn in our operating results or a downturn in economic conditions. If our cash flow from operations and our then-existing liquidity is insufficient to meet any debt service requirements, we could be required to refinance our obligations, or dispose of assets in order to meet debt service requirements.

We expect that we will need to raise additional capital in order to continue to execute our business plans in the future, and we plan to use the PPA, if the conditions for its use are satisfied and seek additional equity and/or debt financing, including by offering additional equity, and/or equity-linked securities, through one or more credit facilities and potentially by offering debt securities, to finance a portion of our future expenditures.

The sale of additional equity or equity-linked securities could dilute our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our stockholders. Our ability to obtain the necessary additional financing to carry out our business plans or to refinance, if necessary, any outstanding debt when due is subject to a number of factors, including general market conditions and investor acceptance of our business model. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds on favorable terms, we may have to significantly reduce our spending, delay or cancel our planned activities or substantially change our corporate structure. We might not be able to obtain any such funding or we might not have sufficient resources to

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conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations and our prospects, financial consolidated results of operations could be materially adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sales of Unregistered Securities; use of proceeds from registered securities.

Common Stock Issued. In the first quarter of 2023, 702,285 shares of common stock were issued in satisfaction of cashless exercises of warrants to purchase of 806,453 shares of common stock. The Company issued common stock warrants to accredited investors in private placements exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. In addition, we issued 1,000,000 common shares to Apollo Medical Holdings, Inc., an accredited investor, in satisfaction of the Stock Purchase Agreement dated September 21, 2021. The Stock Purchase Agreement is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults upon Senior Securities.

Not Applicable

Item 4.   Mine Safety Disclosures

Not Applicable

Item 5.   Other Information.

Not Applicable

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Item 6.   Exhibits

Exhibit No.	Description
10.1*	Employment Agreement by and between the Company and Pamela Montgomery dated August 8, 2022.
31.1*	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
32.2*	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
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.

* Filed herewith

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SIGNATURES

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, thereunto duly authorized, on May 15, 2023.

Nutex Health Inc.
By:	/s/ Thomas T. Vo
	Thomas T. Vo
	Chief Executive Officer and Chairman of the Board (principal executive officer)
By:	/s/ Jon C. Bates
	Jon C. Bates
	Chief Financial Officer (principal financial officer and principal accounting officer)

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of August 8, 2022, by and between Nutex Health, Inc., a Delaware corporation (the "Company"), and Pamela Montgomery, (the "Employee" and together with the Company referred to as the "Parties") to become effective as of the date hereof (the "Effective Date"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Positions and Duties.

(a)Position. The Employee shall initially serve as Chief Legal Officer of the Company. The Company may change the Employee's position and/or title to those of another senior executive officer as the Company's needs change.

(b)Duties. The Employee shall perform for the Company the duties that are customarily associated with being a senior executive officer that are consistent with his experience and skills and such other duties as may be assigned to the Employee from time to time by the Company's Board of Directors (the "Board") and/or the Company's Chief Executive Officer (the "CEO") that are consistent with the duties normally performed by those performing the role of the most senior executives of similar entities.

(c)Reporting. The Employee shall report directly to the CEO.

(d)Devotion of Time. The Employee shall devote such working time, attention, knowledge, skills, and efforts as may be required to fulfill the Employee's duties hereunder and not less than a full-time (40 hours per week) commitment.

(e)Location. The Employee shall be based in Houston, Texas.

(f)Company Policies. The Employee agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time. If this Agreement conflicts with such policies or procedures, this Agreement shall control.

(g)Fiduciary Duties. The Employee owes a duty of loyalty to the Company, as well as a duty to perform his duties in a manner that is in the best interests of the Company.

2.Term. The term of this Agreement shall be for a two (2) year period commencing on the Effective Date (the "Initial Term"). The term of this Agreement shall automatically renew for an additional two (2) years (each, a "Renewal Term") following the Initial Term and any Renewal Term unless either Party provides written notice to the other Party at least sixty (60) days before the end of the Initial Term or any Renewal Term, as applicable, that it does not desire to renew this Agreement, in which case this Agreement shall expire at the end of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are referred to herein collectively as the "Term".

3.Compensation and Related Matters. The Company shall provide the Employee with the compensation and benefits set forth in this Section 3 during the Term. Authority to take

action under this Section 3 with respect to the Employee's compensation and benefits may be delegated by the Board to its compensation committee and/or the CEO.

(a)Base Salary. The Company shall pay the Employee for all services rendered a base salary of Two Hundred Fifty Thousand and No/100s Dollars ($250,000.00) per year (the "Base Salary"), payable in accordance with the Company's payroll procedures, subject to customary withholdings and employment taxes. The Base Salary shall be evaluated annually by the Board for increase only.

(b)Annual Bonus. The Employee will be eligible to receive an annual cash bonus (the "Annual Bonus"), which shall be discretionary and determined by the Board of Directors.

(c)Long Term Incentive Awards. The Employee shall be eligible to participate in any long-term incentive plan that may be available to similarly positioned executives. The Board may determine to grant long-term incentive awards in cash or in equity awards settled in shares of the Company's stock, including but not limited to stock options, restricted stock, and performance shares. In the event the Employee terminates service as a Good Leaver, any requirements under a long-term incentive award held by the Employee shall be deemed to have been satisfied by the Company immediately prior to such termination. A "Good Leaver" means that, during the Term, either the Employee has resigned for Good Reason (as defined in Section 4(e) below), the Company has terminated the Employee's employment without Cause (as defined in Section 4(d) below or the Employee terminates employment on account of death or Disability (as defined in Section 4(b) below). For avoidance of doubt, being a Good Leaver entitles the Employee to be fully vested with respect to any restricted stock, stock options, or other equity rights with vesting conditions based solely on continued employment, and to be entitled to payment with respect to any long-term incentive award subject to corporate or business goals to the extent that such goals are met during the performance period on the same basis as if the Employee had remained continuously employed with the Company.

(d)Paid Time Off. During the term, the Employee shall be entitled to twenty (20) business days of paid time off ("PTO") per calendar year which shall be accrued ratably during the calendar year, to be taken at such times and intervals as shall be agreed to by Company and the Employee in their reasonable discretion. The Employee may at his/her option elect to carry over a maximum of five (5) days at the end of the year into the next year. Otherwise, any accrued and unused PTO shall be paid in cash at the end of a fiscal year.

Business Expenses.The Employee shall be entitled to prompt reimbursement of reasonable and usual business expenses incurred on behalf of Company in accordance with the Company's expense reimbursement policy.

(e)Benefit Plans. The Employee shall be entitled to continue to participate in or receive benefits under any employee benefit plan or arrangement which is or may, in the future, be made available by the Company to its employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement.

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4.Termination. The Employee's employment hereunder may be terminated during the Term without any breach of this Agreement under the following circumstances:

(a)Death. The Employee's employment hereunder shall terminate upon the Employee's death.

(b)Disability. The Company may terminate the Employee's employment if the Employee is disabled and, because of the disability, is unable to perform the essential functions of the Employee's then existing position or positions under this Agreement with or without reasonable accommodation. This provision is not intended to reduce any rights the Employee may have pursuant to any law.

(c)Termination by the Company for Cause. At any time during the Term, the Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of the Employee's duties that results in loss, damage or injury that is material to the Company; (ii) the commission by the Employee of (A) any felony or (B) a misdemeanor in which dishonesty or fraud is a material element, (iii) continued, willful and deliberate non-performance by the Employee of the Employee's duties hereunder (other than by reason of the Employee's physical or mental illness, incapacity or disability); (iv) a material breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the Company; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (vi) fraud, embezzlement or theft against the Company or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Company shall have delivered written notice to the Employee of its intention to terminate the Employee's employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Company's right to terminate the Employee's employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Company's delivery of such notice. For avoidance of doubt, "Cause" shall not include (w) below par or below average operational performance, in and of itself; (x) expense reimbursement disputes in which the Employee acts in reasonably good faith; (y) occasional, customary and de minimis use of the Company's property for personal purposes; and (z) acting in good faith upon advice of Company's legal counsel.

(d)Termination without Cause. At any time during the Term, the Company may terminate the Employee's employment hereunder without Cause by providing the Employee with sixty (60) days advance written notice. Any termination by the Company of the Employee's employment under this Agreement that does not constitute a termination for Cause under Section 4(c) and does not result from the death or Disability of the Employee under Sections 4(a) or 4(b)  shall be deemed a termination without Cause under this Section 4(d). Any suspension of the Employee's employment with pay or benefits pending an investigation of alleged improper activities by the Employee that, if determined to be accurate, would be grounds for a Cause

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termination, shall not be considered a termination of the Employee's employment without Cause or provide with Good Reason to terminate employment.

(e)Termination by the Employee. At any time during the Term, the Employee may terminate his employment hereunder for any reason, including, but not limited to, Good Reason. For purposes of this Agreement, "Good Reason" shall mean that the Employee has complied with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee's responsibilities, authority or duties; (ii) the material breach of this Agreement by the Company, including but not limited to a failure to pay Base Salary or Annual Bonus as provided for under this Agreement; (iii) any relocation of the Employee's principal place of business to a location more than thirty (30) miles from the Employee's current office location as specified in Paragraph 1(e); provided, however, that this clause (iii) will not apply to the extent that any new office location is less than thirty (30) miles from the Employee's residence; or (iv) a change in control of the Company. "Good Reason Process" shall mean (i) the Employee reasonably determines in good faith that a "Good Reason" condition has occurred; (ii) the Employee notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of the occurrence of such condition; (iii) the Employee cooperates in good faith with the Company's efforts, for a period of sixty (60) days following such notice (the "Cure Period"), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment within thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(f)Notice of Termination. Except for termination as specified in Section 4(a), any termination of the Employee's employment shall be communicated by written Notice of Termination by the terminating Party to the other Party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

(g)Date of Termination. "Date of Termination" shall mean the earliest of the following: (i) if the Employee's employment is terminated by the Employee's death, the date of the Employee's death; (ii) if the Employee's employment is terminated on account of Disability under Section 4(b)  or by the Company for Cause under Section 4(c), the date on which Notice of Termination is given that follows any applicable required cure period; (iii) if the Employee's employment is terminated by the Company under Section 4(d), thirty (30) days after the date on which a Notice of Termination is given; (iv) if the Employee's employment is terminated by the Employee under Section 4(e) without Good Reason, thirty (30) days after the date of which a Notice of Termination is given or such shorter period agreed to by the Company; or (v) if the Employee's employment is terminated by the Employee under Section 4(e) with Good Reason, the date on which Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing, in the event that the Employee gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination, but such acceleration shall nevertheless be deemed a termination by the Employee on the accelerated date for purposes of this Agreement. For purposes of determining the time when the lump sum portion of the Severance Amount, if any, is to be paid under Section 5(b)(i) of this Agreement, "Date of Termination" means the Employee's separation from service as defined under Section 409A.

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5.Compensation upon Termination.

(a)Accrued Benefits. If the Employee's employment with the Company is terminated for any reason during the Term, or if the Term is not renewed, the Company shall pay or provide the Employee (or the Employee's authorized representative or estate) any earned but unpaid Base Salary or Annual Bonus for services rendered through the Date of Termination, unpaid expense reimbursements, and accrued but unused paid time off (the "Accrued Benefits") within thirty (30) days. With respect to vested compensation or benefits the Employee may have under any employee benefit or compensation plan, program or arrangement of the Company, payment will be made to the Employee under the terms of the applicable plan, program, or arrangement.

(b)Termination by the Company without Cause or by the Employee with Good  Reason. If the Employee's employment is terminated by the Company without Cause as provided in Section 4(d), or the Employee terminates his employment for Good Reason as provided in Section 4(e), or the Employee terminates employment at the end of the Term after the Company provides notice of intent not to renew pursuant to Section 1 for reasons other than would provide grounds for a Cause termination, then the Company shall, through the Date of Termination, pay the Employee his or her Accrued Benefits. If the Employee signs a general release of claims substantially in the form which is attached as Exhibit A to this Agreement) (the "Release") within twenty-one (21) days of the receipt of the form of the Release (extended to forty-five (45) days in the event of a group termination or exit incentive program) and does not revoke such Release during the seven (7) day revocation period:

(i)the Company shall pay the Employee an amount equal to one times the sum of the Employee's most recent Base Salary and target Annual Bonus (collectively "Severance Amount"), with such amount to be paid out over twelve (12) months, commencing the first full month following termination and in accordance with the Company's normal payment schedule and policies and

(ii)the Company shall pay the Employee an amount in cash equal to the Company's premium amounts paid for coverage of Employee at the time of the Employee's termination of coverage under the Company's group medical, dental and vision programs for a period of twelve (12) months, to be paid directly to the Employee at the same times such payments would be paid on behalf of a current employee for such coverage; provided, however:

(A)No payments shall be made under this paragraph (ii) unless and until the Employee timely elects continued coverage under such plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended ("COBRA");

(B)This paragraph (ii) shall not be read or construed as placing any restrictions upon amounts paid under this paragraph (ii) as to their use;

(C)Payments under this paragraph (ii) shall cease as of the earliest to occur of the following:

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(1)the Employee is no longer eligible for and continuing to receive the COBRA coverage elected in subparagraph (A);

(2)the time period set forth in the first sentence of this paragraph (ii);

(3)the date on which the Employee first becomes eligible to enroll in a group health plan in which eligibility is based on employment with an employer, and

(4)if the Company in good faith determines that payments under this paragraph (ii) would result in a discriminatory health plan pursuant to the Patient Protection and Affordable Care Act of 2010, as amended.

(iii)If the Employee has opted out of the Company's group medical, dental and vision programs during the coverage year in which termination occurs, the Company shall add to the Severance Amount an amount equal to twelve (12) months of the Company's monthly amount paid to employees who opt out from such coverage.

(iv)Each individual payment of Severance Amount under Section 5(b)(i), Section 5(b)(ii), and Section 5(b)(iii) of this Agreement, shall be deemed to be a separate "payment" for purposes and within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii).

(v)Each individual payment of the Severance Amount under Section 5(b)(i), Section 5(b)(ii), and Section 5(b)(iii) of this Agreement, which are considered "non-qualified deferred compensation" ("NQDC") under Section 409A shall be made on the date(s) provided herein and no request to accelerate or defer any such payment under this Agreement shall be considered or approved for any reason whatsoever, except as permitted under Section 409A and as the Company allows in its sole discretion. The Company may in its sole discretion accelerate or defer (but not beyond the time limit set forth below) any severance payments which do not constitute NQDC in order to allow for the payment of taxes due, but not beyond the time limit specified for such payment such that the payment would be treated as NQDC. Subject to the requirements of Section 409A, if any severance payment or reimbursement under Section 5(b) of this Agreement is determined in good faith by the Company to constitute NQDC payable to a "specified employee" as defined under Section 409A, then the Company shall make any such payment not earlier than the earlier of: (x) the first payroll date which is six (6) months following the Employee's separation from service (as defined under Section 409A) with the Company, or (y) the date of Employee's death.

(vi)for purposes of this Section 5, "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

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6.Confidential Information, Non-solicitation, and Cooperation.

(a)Definitions.

(i)As used in this Agreement, "Affiliate" means, as to any Person, (i) any other Person which directly, or indirectly through one or more intermediaries, controls such Person or is consolidated with such Person in accordance with GAAP, (ii) any other Person which directly, or indirectly through one or more intermediaries, is controlled by or is under common control with such Person, or (iii) any other Person of which such Person owns, directly or indirectly, fifty percent (50%) or more of the common stock or equivalent equity interests. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or otherwise.

(ii)As used in this Agreement, "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization.

(b)Confidential Information. As used in this Agreement, "Confidential  Information" means information belonging to the Company or its Affiliates which is of value to the Company or any of its Affiliates in the course of conducting its business (whether having existed, now existing, or to be developed or created during Employee's employment by Company) and the disclosure of which could result in a competitive or other disadvantage to the Company or its Affiliates. Confidential Information includes, without limitation, contract terms and rates; negotiating and contracting strategies; financial information, reports, and forecasts; inventions, improvements and other intellectual property; product plans or proposed product plans; trade secrets; designs, processes or formulae; software; market or sales information, plans or strategies; employee, customer, patient, provider and supplier information; information from patient medical records; financial data; insurance reimbursement methodologies, strategies and practices; product and service pricing methodologies, strategies and practices; contracts with physicians, providers, provider networks, payors, physician databases and contracts with hospitals; regulatory and clinical manuals; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) that have been discussed or considered by the Company or its Affiliates, including, without limitation, the management of the Company or its Affiliates. Confidential Information includes information developed by the Employee in the course of the Employee's employment by the Company, as well as other information to which the Employee may have access in connection with the Employee's employment. Confidential Information also includes the confidential information of others with which the Company or its Affiliates has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of the Employee's duties under Section 6(b), unless otherwise due to Employee's breach of the obligations in this Agreement, or unless due to violation of another Person's obligations to the Company or its Affiliates that Employee should have taken reasonable measures to prevent but that Employee did not take.

(c)Confidentiality. The Employee understands and agrees that the Employee's employment creates a relationship of confidence and trust between the Company and the Employee with respect to all Confidential Information. At all times, both during the Employee's employment

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with the Company and after the Employee's termination from employment for any reason, the Employee shall keep in confidence and trust all such Confidential Information, and shall not use, disclose, or transfer any such Confidential Information without the written consent of the Company, except as may be necessary within the scope of Employee's duties with Company and in the ordinary course of performing the Employee's duties to the Company or as otherwise provided in Section 6(d) below. Employee understands and agrees not to sell, license, or otherwise exploit any products or services which embody or otherwise exploit in whole or in part any Confidential Information or materials. Employee acknowledges and agrees that the sale, misappropriation, or unauthorized use or disclosure in writing, orally or by electronic means, at any time of Confidential Information obtained by Employee during or in connection with the course of Employee's employment constitutes unfair competition. Employee agrees and promises not to engage in unfair competition with Company or its Affiliates, either during employment, or at any time thereafter.

(d)Protected Rights. Notwithstanding anything to the contrary in this Section 6, this Agreement is not intended to, and shall not, in any way prohibit, limit or otherwise interfere with the Employee's protected rights under federal, state or local law to, without notice to the Company, (i) communicate or file a charge with a government regulator; (ii) participate in an investigation or proceeding conducted by a government regulator; or (iii) receive an award paid by a government regulator for providing information.

(e)Documents, Records, etc. All documents, records, data, apparatus, equipment, and other physical property, whether or not pertaining to Confidential Information, that are furnished to the Employee by the Company or its Affiliates or are produced by the Employee in connection with the Employee's employment will be and remain the sole property of the Company and its Affiliates. The Employee shall return to the Company all such materials and property as and when requested by the Company. In any event, the Employee shall return all such materials and property immediately upon termination of the Employee's employment for any reason. The Employee shall not retain any such material or property or any copies thereof after such termination. It is specifically agreed that any documents, card files, notebooks, programs, or similar items containing customer or patient information are the property of the Company and its Affiliates regardless of by whom they were compiled.

(f)Disclosure Prevention. The Employee will take all reasonable precautions to prevent the inadvertent or accidental exposure of Confidential Information.

(g)Removal of Material. The Employee will not remove any Confidential Information from the Company's or its Affiliate's premises except for use in the Company's business, and only consistent with the Employee's duties with the Company.

(h)Copying. The Employee agrees that copying or transferring Confidential Information (by any means) shall be done only as needed in furtherance of and for use in the Company's and its Affiliate's business, and consistent with the Employee's duties with the Company. The Employee further agrees that copies of Confidential Information shall be treated with the same degree of confidentiality as the original information and shall be subject to all restrictions herein.

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(i)Computer Security. During the Employee's employment with the Company, the Employee agrees only to use Company's and its Affiliate's computer resources (both on and off the Company's premises) for which the Employee has been authorized and granted access. The Employee agrees to comply with the Company's policies and procedures concerning computer security.

(j)E-Mail. The Employee acknowledges that the Company retains the right to review any and all electronic mail communications made with employer provided email accounts, hardware, software, or networks, with or without notice, at any time.

(k)Assignment. The Employee acknowledges that any and all inventions, discoveries, designs, developments, methods, modifications, improvements, trade secrets, processes, software, formulae, data, "know-how," databases, algorithms, techniques and works of authorship whether or not patentable or protectable by copyright or trade secret, made or conceived, first reduced to practice, or learned by the Employee, either alone or jointly with others, during the Term that (i) relate to or are useful in the business of the Company or its Affiliates, or (ii) are conceived, made or worked on at the expense of or during the Employee's work time for the Company, or using any resources or materials of the Company or its Affiliates, or (iii) arise out of tasks assigned to the Employee by the Company (together "Proprietary Inventions") will be the sole property of the Company or its Affiliates. The Employee acknowledges that all work performed by the Employee is on a "work for hire" basis and the Employee hereby assigns or agrees to assign to the Company the Employee's entire right, title and interest in and to any and all Proprietary Inventions and related intellectual property rights. The Employee agrees to assist the Company to obtain, maintain and enforce intellectual property rights for Proprietary Inventions in any and all countries during the Term, and thereafter for as long as such intellectual property rights exist.

(1)Non-solicitation. Employee agrees and covenants that, at any time during Employee's employment with the Company and for a period of twelve (12) months immediately following the termination of Employee's relationship with the Company for any reason, whether with or without cause, Employee shall not, either on Employee's own behalf or on behalf of any other Person: (i) solicit the services of or entice away, directly or indirectly, any Person employed or engaged by or otherwise providing services to the Company or its Affiliates (this provision does not prohibit the Employee's post-termination acceptance of unsolicited applications for employment); or (ii) take any illegal action or engage in any unfair business practice, including, without limitation, any misappropriation of confidential, proprietary or trade secret information of the Company or its Affiliates, as a result of which relations between the Company or its Affiliates, and any of their customers, clients, suppliers, distributors or others, may be impaired or which might otherwise be detrimental to the business interests or reputation of the Company or its Affiliates.

(m)Third-Party Agreements and Rights. The Employee hereby confirms that the Employee is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Employee's use or disclosure of information or the Employee's engagement in any business except as Employee has previously provided written notice to Company and has attached to this Agreement. The Employee represents to the Company that the Employee's execution of this Agreement, the Employee's employment with the Company and the

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performance of the Employee's proposed duties for the Company will not violate any obligations the Employee may have to any previous employer or other party. In the Employee's work for the Company, the Employee will not disclose or use any information in violation of any agreements with or rights of any such previous employer or other party, and the Employee will not bring to (by any means) the premises of the Company any copies or other tangible embodiments of non­public information belonging to or obtained from any such previous employment or other party.

(n)Litigation and Regulatory Cooperation. During and after the Employee's employment, the Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while the Employee was employed by the Company. The Employee's full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Employee's employment, the Employee also shall cooperate fully with the Company in connection with any investigation or review of any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Employee was employed by the Company. The Company shall reimburse the Employee for any reasonable out of pocket expenses incurred in connection with the Employee's performance of obligations pursuant to this Section. "Full cooperation" shall not be construed to in any way require any violation of law or any testimony that is false or misleading.

(o)Enforcement; Injunction. The Employee acknowledges and agrees that the restrictions contained in this Agreement are reasonable and necessary to protect the business and interests of the Company and its Affiliates, do not create any undue hardship for the Employee, and that any violation of the restrictions in this Agreement would cause the Company and its Affiliates substantial irreparable injury. Accordingly, the Employee agrees that a remedy at law for any breach or threatened breach of the covenants or other obligations in Section 6 of this Agreement would be inadequate and that the Company, in addition to any other remedies available, shall be entitled to obtain preliminary and permanent injunctive relief to secure specific performance of such covenants and to prevent a breach or contemplated or threatened breach of this Agreement without the necessity of proving actual damage and without the necessity of posting bond or security, which the Employee expressly waives. Moreover, the Employee will provide the Company a full accounting of all proceeds and profits received by the Employee as a result of or in connection with a breach of Section 6 of this Agreement. Unless prohibited by law, the Company shall have the right to retain any amounts otherwise payable by the Company to the Employee to satisfy any of the Employee's obligations as a result of any breach of Section 6 of this Agreement. The Employee hereby agrees to indemnify and hold harmless the Company and its Affiliates from and against any damages incurred by the Company or its Affiliates as assessed by a court of competent jurisdiction as a result of any breach of Section 6 of this Agreement by the Employee. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs if it prevails in any action to enforce Section 6 of this Agreement. It is the express intention of the parties that the obligations of Section 6 of this Agreement shall survive the termination of the Employee's employment. The Employee agrees that each obligation specified in Section 6 of this Agreement is a separate and independent covenant that shall survive any termination of this Agreement and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in Section 6 of this Agreement. No change in the Employee's duties or

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compensation shall be construed to affect, alter or otherwise release the Employee from the covenants herein.

7.Successors and Assigns. This Agreement shall be assignable to and shall be binding upon and inure to the benefit of, the Company's successors and assigns, including, without limitation, successors through merger, name change, consolidation, or sale of a majority of the Company's stock or assets, and shall be binding upon the Employee. The Employee shall not have the right to assign his rights or obligations under this Agreement.

8.Severability. The provisions of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable, in whole or in part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law. If such provision cannot be modified to be enforceable, the provision shall be severed from this Agreement to the extent unenforceable. The remaining provisions and any partially enforceable provisions shall remain in full force and effect.

9.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

10.Notices. Whenever any notice is required hereunder, such notice shall be deemed to have been effectively delivered or given and received on the date personally delivered or on the date sent via email to the respective party to whom it is directed and confirmed by return email within three (3) business days, provided that if confirmation by email is not received within such time, a copy of such notice is also delivered to the person via overnight delivery at the known address of such person or, if not known, then to the corporate headquarters and to the attention of such person.

11.Publicity. The Employee hereby grants to the Company the right to use the Employee's name and likeness, without additional consideration, on, in and in connection with technical, marketing and/or disclosure materials published by or for the Company for the duration of Employee's employment with Company.

12.Conflicting Obligations and Rights. The Employee agrees to inform the Company of any apparent conflicts between the Employee's work for the Company and (a) any obligations the Employee may have to preserve the confidentiality of another's proprietary information or materials or (b) any rights the Employee claims to any inventions or ideas before using the same on the Company's behalf. Otherwise, the Company may conclude that no such conflict exists, and the Employee agrees thereafter to make no such claim against the Company. The Company shall receive such disclosures in confidence and consistent with the objectives of avoiding any conflict of obligations and rights or the appearance of any conflict of interest.

13.Notification of New Employer. In the event that the Employee leaves the employ of the Company, voluntarily or involuntarily, the Employee agrees to inform any subsequent employer of the Employee's obligations under Section 6 of this Agreement. The Employee further

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hereby authorizes the Company to notify the Employee's new employer about the Employee's obligations under Section 6 of this Agreement.

14.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous oral or written communications, negotiations, representations, understandings, or agreements between them. Any modification of this Agreement shall be effective only if set forth in a written document signed by the Employee and a duly authorized officer of the Company.

15.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and by a duly authorized representative of the Company.

16.Non-Interference. Notwithstanding anything to the contrary set forth in this Agreement or in any other agreement between the Employee and the Company, nothing in this Agreement or in any other agreement shall limit the Employee's ability, or otherwise interfere with the Employee's rights, to (a) file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state, or local governmental agency or commission (each a "Government Agency"), (b) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company, (c) receive an award for information provided to any Government Agency, or (d) engage in activity specifically protected by Section 7 of the National Labor Relations Act, or any other federal or state statute or regulation.

17.Governing Law/Consent to Jurisdiction and Venue. The laws of the State of Texas shall govern this Agreement. Any and all claims arising out of or relating to this Agreement shall be brought in a state or federal court of competent jurisdiction in Harris County, Texas. The Parties waive (i) any objection to jurisdiction or venue, or (ii) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts.

18.Obligations of Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

19.Limitation on Payments in Certain Events.

(a)Limitation on Payments. Notwithstanding anything to the contrary in Section 3 and Section 5 of this Agreement, if any payment or distribution that the Employee would receive pursuant to this Agreement or otherwise ("Payment") would (a) constitute a "parachute payment" within the meaning of Section 280G of the Code), and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Company shall cause to be determined, before any amounts of the Payment are paid to the Employee, which of the following alternative forms of payment would maximize the Employee's after-tax proceeds: (i) payment in full of the entire amount of the Payment (a "Full Payment"), or

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(ii) payment of only a part of the Payment so that the Employee receives that largest Payment possible without being subject to the Excise Tax (a "Reduced Payment"), whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax (all computed at the highest marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the Employee's receipt, on an after-tax basis, of the greater amount of the Payment, notwithstanding that all or some portion the Payment may be subject to the Excise Tax.

(b)The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the date the first Payment is due shall make all determinations required to be made under this Section 19. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, group or entity effecting the transaction, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder.

(c)The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Employee at such time as requested by the Company or the Employee. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Payment, it shall furnish the Company and the Employee with an opinion reasonably acceptable to the Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Parties.

20.Counterparts. This Agreement may be executed in any number of counterparts, including, but not limited to, electronically signed or scanned images, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company by its duly authorized officer, and by the Employee, as of the date first above written.

COMPANY:
NUTEX HEALTH INC.
By:		/s/ Thomas T. Vo
Printed Name:				Thomas T. Vo
Its:	CEO
Date:			August 8, 2022
EMPLOYEE:
By:		/s/ Pamela Montgomery
Printed Name:				Pamela Montgomery
Date:			August 8, 2022

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EXHIBIT A

Release of Claims

______________, in consideration of and subject to the performance by NUTEX HEALTH, INC., a Delaware corporation (the "Company") of its obligations under the Employment Agreement, dated as of_________________, 2022 (as amended from time to time, the "Agreement"), do hereby release and forever discharge as of the date of my execution of this release (this "Release") the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively, the "Released Parties") to the extent provided below.

1. I understand that any payments or benefits paid or granted to me under Section 5(b) of the Agreement represent, in part, consideration for signing this Release and are not salary, wages or benefits to which I was already entitled. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy, or arrangement maintained or hereafter established by the Company or its affiliates.

2. Releases.

I knowingly and voluntarily (on behalf of myself, my spouse, my heirs, executors, administrators, agents and assigns, past and present) fully and forever release and discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross claims, counterclaims, demands, debts, liens, contracts, covenants, suits, rights, obligations, expenses, judgments, compensatory damages, liquid damages, punitive or exemplary damages, other damages, claims for costs and attorneys' fees, orders and liabilities of whatever kind of nature, in law and in equity, in contract of in tort, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, vested or contingent, suspected, or claimed, against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or relate to my employment with, or my separation or termination from, the Company up to the date of my execution of this Release (including, but not limited to, any allegation, claim of violation arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act), the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local state or federal law, regulation or ordinance; or under any public policy, contract of tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of the Agreement, infliction of emotional distress or defamation; or any claim for costs, fees, or other expenses, including attorneys' fees incurred in these matters) (collectively, the "Claims").

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Employee agrees that this Agreement is intended to include all claims, if any, that Employee may have against the Company, and that this Agreement extinguishes those claims.

0. I represent that I have made no assignment of transfer of any right, claim, demand, cause of action, or other matter covered by Section 2 above.

1. In signing this Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the claims, demands and causes of action herein above mentioned or implied. I expressly consent that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims up to the date of my execution of this Release, if any, as well as those relating to any other claims hereinabove mentioned. I acknowledge and agree that this waiver is an essential and material term of this Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a claim seeking damages against the Company, this Release shall serve as a complete defense to such claims as to my rights and entitlements. I further agree that I am not aware of any pending charge or complaint of the type described in Section 2 above as of the date of my execution of this Release.

2. I agree that neither this Release, nor the furnishing of the consideration for this Release, shall be deemed or constructed at any time to be an admission or acknowledgement by the Company, any Released Party or myself of any improper or unlawful conduct.

3. I agree and acknowledge that the provisions, conditions, and negotiations of this Release are confidential and agree not to disclose any information regarding the terms, conditions and negotiations of this Release, nor transfer any copy of this Release to any person or entity, other than my immediate family and any tax, legal or other counsel or advisor I have consulted regarding the meaning or effect hereof or as required by applicable law, and I will instruct each of the foregoing not to disclose the same to anyone.

4. Notwithstanding anything in the Release to the contrary, nothing in this Release shall be deemed to affect, impair, relinquish, diminish, or in any way affect any rights or claims in any respect to (i) any vested rights or other entitlements that I may have as of the date of my execution of this Release under the Company's 401(k) plan; (ii) any other vested rights or other entitlements that I may have as of the date of my execution of this Release under any employee benefit plan or program, in which I participated in my capacity as an employee of the Company; (iii) my rights under the Agreement; or (iv) my rights under the Release.

5. I understand that I continue to be bound by Section 6 of the Agreement.

6. Whenever possible, each provision of this Release shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provisions of this Release are held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Release shall be reformed, construed and

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enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

10. This Release shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the conflict of laws principles of the State of Texas.

BY SIGNING THIS RELEASE, I REPRESENT AND AGREE THAT:

(i) I HAVE READ IT CAREFULLY;

(ii) I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED;

(iii) I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

(iv) THE COMPANY IS HEREBY ADVISING ME TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT, I HAVE HAD THE OPPORTUNITY TO SO CONSULT, AND HAVE AVAILED MYSELF OF SUCH ADVICE TO THE EXTENT I HAVE DEEMED NECESSARY TO MAKE A VOLUNTARY AND INFORMED CHOICE TO EXECUTE THIS RELEASE;

(v) I HAVE HAD AT LEAST TWENTY-ONE (21) DAYS [45 DAYS IN CONNECTION WITH A GROUP TERMINATION OR EXIT INCENTIVE PLAN] FOLLOWING THE DATE OF TERMINATION OF MY EMPLOYMENT TO CONSIDER THIS RELEASE;

(vi) CHANGES TO THIS RELEASE, WHETHER MATERIAL OR IMMATERIAL, DO NOT RESTART THE RUNNING OF THE TWENTY-ONE (21) DAY [OR 45 DAY] CONSIDERATION PERIOD;

(vii) I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT, SUCH REVOCATION TO BE RECEIVED IN WRITING BY THE COMPANY BY THE END OF THE SEVENTH DAY AFTER THE DATE HEREOF, AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

(viii) I HAVE SIGNED THIS RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

(ix) I AGREE THAT THE PROVISIONS OF THIS RELEASE MAY NOT BE AMENDED, WAIVED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

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DATED AS OF	, 2022
[Name]

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Thomas T. Vo, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Nutex Health. Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 15, 2023	By:	/s/ Thomas T. Vo
			Thomas T. Vo
			Chief Executive Officer and Chairman of the Board
			(principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Jon C. Bates, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Nutex Health. Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 15, 2023	By:		/s/ Jon C. Bates
			Jon C. Bates
			Chief Financial Officer
			(principal financial officer and principal accounting officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES OXLEY ACT OF 2002

Solely for the purposes of complying with 18 U.S.C. s.1350 as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002, I, the undersigned Chief Executive Officer of Nutex Health Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2023, (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	May 15, 2023	By:		/s/ Thomas T. Vo
			Thomas T. Vo
				Chief Executive Officer and Chairman of the Board
		(principal executive officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES OXLEY ACT OF 2002

Solely for the purposes of complying with 18 U.S.C. s.1350 as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002, I, the undersigned Chief Executive Officer of Nutex Health Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2023, (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	May 15, 2023	By:	/s/ Jon C. Bates
		Jon C. Bates
		Chief Financial Officer
		(principal financial officer)

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Cover - shares	3 Months Ended
	Mar. 31, 2023	May 12, 2023
Cover
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-41346
Entity Registrant Name	NUTEX HEALTH INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-3363609
Entity Address, Address Line One	6030 S. Rice Ave
Entity Address, Address Line Two	Suite C
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77081
City Area Code	713
Local Phone Number	660-0557
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	NUTX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		656,563,153
Entity Central Index Key	0001479681
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 32,836,535	$ 34,255,264
Accounts receivable	50,977,291	57,777,386
Accounts receivable - related parties	538,283	538,183
Inventories	3,485,445	3,533,285
Prepaid expenses and other current assets	829,553	1,869,806
Total current assets	88,667,107	97,973,924
Property and equipment, net	77,116,496	82,094,352
Operating right-of-use assets	17,454,733	20,466,632
Finance right-of-use assets	208,619,460	192,591,624
Intangible assets, net	20,804,971	21,191,390
Goodwill, net	17,010,637	17,010,637
Other assets	422,926	423,426
Total assets	430,096,330	431,751,985
Current liabilities:
Accounts payable	15,048,720	23,614,387
Accounts payable - related parties	3,925,297	3,915,661
Lines of credit	2,672,893	2,623,479
Current portion of long-term debt	10,456,134	12,546,097
Operating lease liabilities, current portion	1,495,409	1,703,014
Finance lease liabilities, current portion	4,118,170	4,219,518
Accrued expenses and other current liabilities	10,162,166	6,240,813
Total current liabilities	47,878,789	54,862,969
Long-term debt, net	25,108,364	23,051,152
Operating lease liabilities, net	16,634,948	19,438,497
Finance lease liabilities, net	221,394,523	203,619,756
Deferred tax liabilities	9,541,552	10,452,211
Total liabilities	320,558,176	311,424,585
Commitments and contingencies.
Equity:
Common stock, $0.001 par value; 900,000,000 shares authorized; 651,926,125 and 650,223,840 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	651,926	650,224
Additional paid-in capital	460,396,700	458,498,402
Accumulated deficit	(368,433,204)	(363,285,925)
Nutex Health Inc. equity	92,615,422	95,862,701
Noncontrolling interests	16,922,732	24,464,699
Total equity	109,538,154	120,327,400
Total liabilities and equity	$ 430,096,330	$ 431,751,985

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0.001	$ 0.001
Common stock authorized	900,000,000	900,000,000
Common stock issued	651,926,125	650,223,840
Common stock outstanding	651,926,125	650,223,840

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue:
Total revenue	$ 56,329,417	$ 79,127,242
Operating costs and expenses:
Payroll and benefits	25,836,673	25,610,217
Contract services	9,189,331	4,918,632
Medical supplies	4,023,882	4,259,479
Depreciation and amortization	3,993,747	2,396,861
Other	8,438,061	6,126,557
Total operating costs and expenses	51,481,694	43,311,746
Gross profit	4,847,723	35,815,496
Corporate and other costs:
Facilities closing costs	217,266
Stock-based compensation expense	1,900,000
General and administrative expenses	7,175,544	6,576,523
Total corporate and other costs	9,292,810	6,576,523
Operating income (loss)	(4,445,087)	29,238,973
Interest expense, net	3,140,089	1,855,974
Other expense	247,455	2,380,545
Income (loss) before taxes	(7,832,631)	25,002,454
Income tax expense (benefit)	(910,659)	176,323
Net income (loss)	(6,921,972)	24,826,131
Less: net income (loss) attributable to noncontrolling interests	(1,774,693)	3,383,288
Net income (loss) attributable to Nutex Health Inc.	$ (5,147,279)	$ 21,442,843
Earnings (loss) per common share
Basic earnings per share	$ (0.01)	$ 0.04
Diluted earning per share	$ (0.01)	$ 0.04
Hospital Division
Revenue:
Total revenue	$ 49,288,164	$ 79,127,242
Population Health Management Division
Revenue:
Total revenue	$ 7,041,253

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Noncontrolling Interests	Total
Beginning balance, value at Dec. 31, 2021	$ 592,792	$ 11,742,891	$ 102,315,623	$ 76,929,704	$ 191,581,010
Beginning balance, shares at Dec. 31, 2021	592,791,712
Contributions				3,869,201	3,869,201
Distributions			(27,114,936)	(5,738,045)	(32,852,981)
Net income (loss)			21,442,843	3,383,288	24,826,131
Ending balance, value at Mar. 31, 2022	$ 592,792	11,742,891	96,643,530	78,444,148	187,423,361
End balance, shares at Mar. 31, 2022	592,791,712
Beginning balance, value at Dec. 31, 2022	$ 650,224	458,498,402	(363,285,925)	24,464,699	120,327,400
Beginning balance, shares at Dec. 31, 2022	650,223,840
Deconsolidation of Real Estate Entity				(4,258,133)	(4,258,133)
Common stock issued for exercise of warrants	$ 702	(702)
Common stock issued for exercise of warrants , shares	702,285
Common stock issued	$ 1,000	1,899,000			1,900,000
Common stock issued to Apollo Medical Holdings, Inc., (in shares)	1,000,000
Contributions				28,000	28,000
Distributions				(1,537,141)	(1,537,141)
Net income (loss)			(5,147,279)	(1,774,693)	(6,921,972)
Ending balance, value at Mar. 31, 2023	$ 651,926	$ 460,396,700	$ (368,433,204)	$ 16,922,732	$ 109,538,154
End balance, shares at Mar. 31, 2023	651,926,125

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (6,921,972)	$ 24,826,131
Adjustment to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization	3,993,747	2,396,861
Amortization of debt issuance costs	6,738
Stock-based compensation expense	1,900,000
Deferred tax expense	(910,659)
Loss on lease termination	58,211
Non-cash lease expense	40,545	58,857
Changes in operating assets and liabilities:
Accounts receivable	6,620,249	2,849,060
Accounts receivable - related party	(100)	1,867,496
Inventories	47,840	(578)
Prepaid expenses and other current assets	1,040,753	131,053
Accounts payable	(8,565,577)	3,871,115
Accounts payable - related party	9,636	(531,066)
Accrued expenses and other current liabilities	3,732,602	272,493
Net cash from operating activities	1,052,013	35,741,422
Cash flows from investing activities:
Acquisitions of property and equipment	(4,376,983)	(8,591,823)
Cash related to deconsolidation of Real Estate Entity	(1,039,157)
Net cash from investing activities	(5,416,140)	(8,591,823)
Cash flows from financing activities:
Proceeds from lines of credit	49,414	2,044,765
Proceeds from notes payable	7,551,506	2,192,309
Repayments of lines of credit		(45,107)
Repayments of notes payable	(2,209,678)	(2,590,917)
Repayments of finance leases	(936,703)	(299,275)
Payment of debt issuance costs		(27,388)
Members' contributions	28,000	3,869,201
Members' distributions	(1,537,141)	(32,852,981)
Net cash from financing activities	2,945,398	(27,709,393)
Net change in cash and cash equivalents	(1,418,729)	(559,794)
Cash and cash equivalents - beginning of the period	34,255,264	36,118,284
Cash and cash equivalents - end of the period	$ 32,836,535	$ 35,558,490

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Organization and Operations

3 Months Ended

Mar. 31, 2023

Organization and Operations

Organization and Operations

Note 1 – Organization and Operations

Nutex Health Inc. (“Nutex Health” or the “Company”), is a physician-led, healthcare services and operations company with 19 hospital facilities in eight states (hospital division), and a primary care-centric, risk-bearing population health management division. Our hospital division implements and operates different innovative health care models, including micro-hospitals, specialty hospitals and hospital outpatient departments (“HOPDs”). The population health management division owns and operates provider networks such as independent physician associations (“IPAs”) and offers a cloud-based proprietary technology platform to IPAs which aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of patients and providers.

We employ approximately 1,200 full time employees and partner with over 900 physicians. Our corporate headquarters is based in Houston, Texas. We were incorporated on April 13, 2000 in the state of Delaware.

Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. On April 1, 2022, the merger (the “Merger”) of Nutex Health Holdco LLC and Clinigence Holdings, Inc. (“Clinigence”) was completed pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) entered on November 23, 2021 between Clinigence, Nutex Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of Clinigence, Nutex, Micro Hospital Holding LLC (solely for the purposes of certain sections of the Merger Agreement), Nutex Health Holdco LLC and Thomas Vo, M.D., solely in his capacity as the representative of the equity holders of Nutex Health Holdco LLC.

In connection with the Merger Agreement, Nutex Health Holdco LLC entered into certain Contribution Agreements with holders of equity interests (“Nutex Owners”) of subsidiaries and affiliates (the “Nutex Subsidiaries”) pursuant to which such Nutex Owners agreed to contribute certain equity interests in the Nutex Subsidiaries to Nutex Health Holdco LLC in exchange for specified equity interests in Nutex Health Holdco LLC (collectively, the “Contribution Transaction”). Nutex owners having ownership interests representing approximately 84% of the agreed upon aggregate equity value of the Nutex Subsidiaries, agreed to contribute all or a portion of their equity interests, as applicable.

Pursuant to the Merger Agreement, each unit representing an equity interest in Nutex Health Holdco LLC issued and outstanding immediately prior to the effective time of the Merger but after the Contribution Transaction (collectively, the “Nutex Membership Interests”) was converted into the right to receive 3.571428575 shares of common stock of Clinigence, or an aggregate of 592,791,712 shares of common stock of Clinigence.

After completing the merger, Clinigence was renamed Nutex Health Inc.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Basis of presentation. These financial statements present the Company’s consolidated financial condition and results of operations including those of majority-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary.

The hospital division includes our healthcare billing and collections organization and hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities (the “Real Estate Entities”). The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to the Physician LLCs in the event of cash shortages and received the benefit of their cash surpluses.

The Real Estate Entities own the land and hospital buildings which are leased to our hospital entities. The Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We consolidate the Real Estate Entities as VIEs in instances where our hospital entities are guarantors or co-borrowers under their

outstanding mortgage loans. Since the second quarter of 2022, we have deconsolidated 18 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans.

The Company has no direct or indirect ownership interest in the consolidated Physician LLCs or Real Estate Entities, so 100% of the equity for these entities is shown as noncontrolling interests in the consolidated balance sheets and statements of operations. Many of the Physician LLCs and Real Estate Entities are owned in part and in some cases controlled by related parties including members of our executive management team.

The population health management division includes our management services organizations and a healthcare information technology company providing a cloud-based platform for healthcare organizations. In addition, Associated Hispanic Physicians of So. California (“AHISP”), an IPA entity that is not owned by us, but is consolidated as a VIE of our wholly-owned subsidiary AHP Health Management Services Inc. (“AHP”) since AHP is the primary beneficiary of its operations and has 100% control of AHISP’s operations through its management services agreement with AHISP.

All significant intercompany balances and transactions have been eliminated in consolidation.

Interim financial statements. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods presented. These interim financial statements should be read together with the consolidated financial statements and notes thereto included in our audited financial statements for the years ended December 31, 2022 and 2021.

Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include (i) estimates of net revenue and accounts receivable, (ii) fair value of acquired assets and liabilities in business combinations and (iii) impairment of long-lived assets and goodwill. Actual results could differ from those estimates.

Fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We classify fair value balances based on the classification of the inputs used to calculate the fair value of a transaction. The three levels related to fair value measurements are as follows:

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. 

The estimated fair value of accounts receivable, accounts payable, accrued expenses and notes payable approximate the carrying amount due to the relatively short maturity or time to maturity of these instruments.  Accounts receivable and payable with related parties may not be arms-length transactions and therefore, may not reflect fair value.

Except for the initial valuation of intangible assets in connection with the reverse business combination with Clinigence discussed in Note 3 and the impairment of goodwill discussed above, there were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented.

Segment reporting. A public company is required to report descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet established criteria. The Company operates three reportable segments – the hospital division, the population health management division and the real estate division. The real estate division is comprised of the Real Estate Entities.

Reclassifications. Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation.

Recent accounting pronouncements. There are no new accounting pronouncements that are expected to have a material impact on the condensed consolidated financial statements.

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Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc

3 Months Ended

Mar. 31, 2023

Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc

Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc

Note 3 - Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc.

The merger of Nutex Health Holdco LLC and Clinigence was completed pursuant to the Merger Agreement on April 1, 2022. As discussed above, the merger was accounted for as a reverse business combination with Nutex Health Holdco LLC as the accounting acquirer and Clinigence as the accounting acquiree.

The fair value of purchase consideration transferred on the closing date includes the value of the shares of the combined company owned by Clinigence shareholders at closing of the merger and the fair value of Clinigence’s outstanding and exercisable common stock options and warrants as determined using a Black-Scholes valuation model. The fair value per share of Clinigence’s common stock was $6.40; its traded closing price on April 1, 2022.

Total consideration in the merger is shown below:

Fair value of Clinigence common shares at $6.40 per share (50,961,109 shares)	$	326,151,098
Fair value of Clinigence outstanding common stock options and warrants		110,543,915
Total consideration	$	436,695,013

The following is the allocation of the total purchase consideration to acquired assets and assumed liabilities including the fair value of identified intangible assets as determined by independent valuation (a level 3 measurement):

Cash and cash equivalents	$	12,716,228
Accounts receivable, net		2,127,076
Prepaid expenses and other current assets		127,384
Property and equipment, net		14,793
Right of use asset, net		86,989
Intangible assets, net		21,668,000
Goodwill		414,006,378
Accounts payable and accrued expenses		(3,966,100)
Deferred revenue		(92,111)
Convertible notes payable, net		(3,771,858)
Term note payable		(674,526)
Lease liability		(91,238)
Deferred tax liability		(5,456,002)
Assets acquired	$	436,695,013

We made a retrospective change in the valuation of options and warrants assumed by us as part of the total consideration in the merger. This change reduced the fair value of consideration paid and goodwill by $10.3 million.

The intangible assets denoted above each have definite lives. These intangible assets are being amortized over their estimated useful lives of 5 to 16 years. Goodwill arising from the reverse business combination is not tax-deductible. As discussed above, we recognized a non-cash impairment charge of $398.1 million in 2022 to reduce the carrying amount of goodwill arising in the reverse business combination.

The results of operations of Clinigence have been included in the Company’s consolidated financial statements since the April 1, 2022 merger date. We expensed $3.9 million of acquisition-related costs for the merger in 2022. These costs consisted principally of legal, accounting and other professional fees for the transaction.

Supplemental Pro Forma Information – The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the merger with Clinigence had been completed on the date indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that management believes are reasonable under the circumstances.

The supplemental pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on January 1, 2021, to give effect to certain events that management believes to be directly attributable to the acquisition. These pro forma adjustments primarily include an increase to depreciation and amortization expense that would have been recognized due to acquired tangible and intangible assets.

The supplemental pro forma financial information is as follows:

	Three Months Ended March 31,
	2022
Revenue	$	85,336,417
Net income attributable to Nutex Health Inc.		7,180,154
Basic earnings per share		0.01
Diluted earning per share		0.01

The pro forma income above includes $14.2 million of one-time stock-based compensation expense related to the merger transaction. Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the period presented and is not intended to be a projection of future results.

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Revenue

3 Months Ended

Mar. 31, 2023

Revenue

Revenue

Note 4 – Revenue

We disaggregate revenue from contracts with customers into types of services or products, consistent with our reportable segments, as follows:

	Three Months Ended March 31,
	2023		2022
Hospital Division:
Net patient service revenue	$	54,137,235	$	79,127,242
Management fees		(4,849,071)		-
Total Hospital Division revenue		49,288,164		79,127,242
Population Health Management Division:
Capitation revenue, net		6,051,574		-
Management fees		719,626		-
SaaS revenue		270,053		-
Total Population Health Management Division revenue		7,041,253		-
Total revenue	$	56,329,417	$	79,127,242

Net patient service revenue. We receive payment for facility services rendered by us from federal agencies, private insurance carriers, and patients. The Physician LLCs receive payment for doctor services from these same sources. On average, greater than 90% of our net patient service revenue is paid by insurers, federal agencies, and other non-patient third parties. The remaining revenues are paid by our patients in the form of copays, deductibles, and self-payment. We generally operate as an out-of-‎network provider and, as such, do not have negotiated reimbursement rates with insurance ‎companies. In the fourth quarter of 2022, we signed in-network provider contracts with the Provider Network of America (PNA).

The following tables present the allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage:

	Three Months Ended March 31,
	2023		2022
Insurance		93%		96%
Self pay		4%		3%
Workers compensation		1%		1%
Medicare/Medicaid		2%		0%
Total		100%		100%

Contract balances. Cash payments for SaaS-based subscriptions received in advance of the satisfaction of our performance obligations are reported as deferred revenue and subsequently recognized as revenue over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. We primarily invoice our customers on a monthly basis and do not provide any refunds, rights of return, or warranties. Deferred revenue is presented as current liabilities and totaled $119,872 as of March 31, 2023 and $99,143 as of December 31, 2022. We expect to recognize revenue for these amounts within the next twelve months.

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Property and Equipment

3 Months Ended

Mar. 31, 2023

Property and Equipment

Property and Equipment

Note 5 - Property and Equipment

The principal categories of property and equipment, net are summarized as follows:

	Useful		March 31,		December 31,
	Life (years)		2023		2022
Buildings and improvements		39	$	9,086,826	$	8,521,996
Land		-		2,650,670		3,721,576
Leasehold improvements		10-39		28,855,241		28,855,239
Construction in progress		-		13,560,583		19,389,329
Medical equipment		10		29,220,485		28,744,664
Office furniture and equipment		7		2,860,680		2,860,680
Computer hardware and software		5		3,221,577		1,713,434
Vehicles		5		135,590		135,590
Signage		10		1,163,722		1,163,722
Total cost				90,755,374		95,106,230
Less: accumulated depreciation				(13,638,878)		(13,011,878)
Total property and equipment, net			$	77,116,496	$	82,094,352

We deconsolidated 17 Real Estate Entities in the second quarter of 2022 and one Real Estate Entity in the first quarter of 2023. Refer to Note 18.

Depreciation and amortization of property and equipment for the three months ended March 31, 2023 and 2022 totaled $1,123,053 and $1,469,198 respectively.

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Intangible Assets

3 Months Ended

Mar. 31, 2023

Intangible Assets

Intangible Assets

Note 6 – Intangible Assets

The following tables provide detail of the Company’s intangible assets:

	Gross		Accumulated		Net Carrying		Weighted Average
March 31, 2023	Carrying Amount		Amortization		Amount		Useful Life (in years)
Amortizing intangible assets:
Member relationships	$	16,899,000	$	1,126,599	$	15,772,401		15
Management contracts		2,021,000		126,313		1,894,687		16
Customer contracts		914,000		60,933		853,067		15
Trademarks		1,425,000		150,033		1,274,967		7-12
PHP technology		409,000		81,800		327,200		5
Indefinite life intangible - license		682,649		-		682,649		-
Total	$	22,350,649	$	1,545,678	$	20,804,971
December 31, 2022
Amortizing intangible assets:
Member relationships	$	16,899,000	$	844,950	$	16,054,050		15
Management contracts		2,021,000		94,734		1,926,266		16
Customer contracts		914,000		45,700		868,300		15
Trademarks		1,425,000		112,525		1,312,475		7-12
PHP technology		409,000		61,350		347,650		5
Indefinite life intangible - license		682,649		-		682,649		-
Total	$	22,350,649	$	1,159,259	$	21,191,390

Amortization of intangible assets for the three months ended March 31, 2023 and 2022 totaled $386,419 and $0, respectively.

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Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2023

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

Note 7 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	March 31,		December 31,
	2023		2022
Accrued wages and benefits	$	5,901,561	$	4,235,167
Accrued taxes		3,461,054		1,029,790
Accrued other		799,551		975,856
Total accrued expenses and other current liabilities	$	10,162,166	$	6,240,813

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Debt

3 Months Ended

Mar. 31, 2023

Debt

Debt

Note 8 – Debt

The Company’s outstanding debt is shown in the following table:

	Maturity	Interest	March 31,		December 31,
	Dates	Rates	2023		2022
Term loans secured by all assets	04/2023 - 11/2030	3.25 - 6.00%	$	10,965,545	$	11,341,934
Term loans secured by property and equipment	01/2024 - 10/2029	4.19 - 6.90%		10,815,089		9,299,197
Line of credit secured by all assets	04/2023 - 11/2025	4.50 - 6.50%		2,672,894		2,623,479
Term loans of consolidated Real Estate Entities	08/2023 - 03/2037	3.59 - 4.80%		13,886,997		15,068,920
Total				38,340,525		38,333,530
Less: unamortized debt issuance costs				103,134		112,802
Less: short-term lines of credit				2,672,893		2,623,479
Less: current portion of long-term debt				10,456,134		12,546,097
Total long-term debt			$	25,108,364	$	23,051,152

Term loans and lines of credit. We have entered into private debt arrangements with banking institutions for the purchase of equipment and to provide working capital and liquidity through cash and lines of credit. Unless otherwise delineated above, these debt arrangements are obligations of Nutex and/or its wholly-owned subsidiaries. Consolidated Real Estate Entities have entered into private debt arrangements with banking institutions for purposes of purchasing land, constructing new emergency room facilities and building out leasehold improvements which are leased to our hospital entities. Nutex is a guarantor or, in limited cases, a co-borrower on the debt arrangements of the Real Estate Entities for the periods shown. Since the second quarter of 2022, we have deconsolidated 18 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans.

Certain outstanding debt arrangements require minimum debt service coverage ratios and other financial covenants. At March 31, 2023, we were not in compliance with the debt service coverage ratio for one term loan with an outstanding balance of $1.0 million. This balance has been included in current liabilities. At March 31, 2023, we had remaining availability of $3.1 million under outstanding lines of credit.

Convertible notes payable. We assumed $5,415,375 principal of convertible notes payable of Clinigence outstanding at the merger date. The convertible notes payable were fully converted into 3,474,430 shares of common stock at a conversion price of $1.55 per share before their maturity on July 31, 2022. Debt discount totaling $1,719,572 was accreted over four months to the maturity date of the convertible notes payable.

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Leases

3 Months Ended

Mar. 31, 2023

Leases

Leases

Note 9 – Leases

We have entered into hospital property, office and equipment rental agreements with various lessors including related parties. The following tables disclose information about our leases of property and equipment:

	Three Months Ended March 31,
	2023		2022
Operating lease cost	$	948,515	$	692,669
Finance lease cost:
Amortization of right-of-use assets	$	2,484,275	$	927,664
Interest on lease liabilities		2,688,520		980,619
Total finance lease cost	$	5,172,795	$	1,908,283

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies

Commitments and Contingencies

Note 10 – Commitments and Contingencies

Litigation. The Company, its consolidated subsidiaries or VIEs may be named in various claims and legal actions in the normal course of business. Based upon counsel and management’s opinion, the outcome of such matters is not expected to have a material adverse effect on the consolidated financial statements.

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Stock-based Compensation

3 Months Ended

Mar. 31, 2023

Stock-based Compensation

Stock-based Compensation

Note 11 – Stock-based Compensation

In 2022, the Company adopted the Amended and Restated Nutex Health Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The maximum aggregate number of shares that may be issued under the 2022 Plan is 5,000,000 shares, subject to increases on January 1st of each calendar year through January 1, 2027 of up to 5% annually at the discretion of the compensation committee of our Board of Directors. A total of 2,416,221 shares were available for issuance under the 2022 Plan at March 31, 2023. Awards granted under the 2022 Plan have a ten-year term and may be incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units or performance shares. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a four-year period.

Obligations for under-construction and ramping hospitals. Under the terms of the Contribution Agreements, contributing owners of the under-construction hospitals and ramping hospitals are eligible to receive a one-time additional issuance of Company common stock.

● With respect to ramping hospitals, 24 months after the opening date (the “Determination Date”) of the applicable ramping hospital, such owner is eligible to receive such owner’s pro rata share of a number of shares of Company Common Stock equal to (i) the trailing twelve months earnings before interest, taxes, depreciation and amortization on the respective Determination Date, multiplied by (ii) 10, (iii) minus the initial equity value received at the Closing of the Merger, and (iv) minus such owner’s pro rata share of the aggregate debt of the applicable ramping hospital outstanding as of the closing of the Merger. The number of additional shares to be issued will be determined based on the greater of (a) the price of the Company’s common stock at the time of determination or (b) $2.80.

● With respect to under construction hospitals, contributing owners of under construction hospitals will be eligible to receive, on the Determination Date, such owner’s pro rata share of a number of shares of Company common stock equal to (a)(i) the trailing twelve months earnings before interest, taxes, depreciation and amortization as of the Determination Date multiplied by (ii) 10, minus (iii) the aggregate amount of such owner’s capital contribution to the under construction hospital, minus (iv) such owner’s pro rata share of the aggregate debt of the applicable under construction hospital outstanding as of the Closing of the Merger,

divided by (b) the greater of (i) the price of the Company common stock at the time of determination or (ii) $2.80.

We have not recognized any expense for this stock-based compensation based on our current estimates of future obligations to the contributing owners.

Options. Clinigence had 6,500,010 options for the purchase of our common stock outstanding as of the merger date, all of which were fully vested and exercisable. The following table summarizes stock-based awards activity:

					Weighted Average
	Options		Weighted Average		Remaining Contractual
	Outstanding		Exercise Price		Life (Years)
Options outstanding at December 31, 2022		5,147,770	$	2.30		7.60
Options exercised		-		-
Options cancelled		-		-
Options outstanding at March 31, 2023		5,147,770	$	2.32		7.35

Options outstanding as of March 31, 2023 consisted of:

Expiration	Number		Number		Exercise
Date	Outstanding		Exercisable		Price
March 15, 2025		157,196		157,196	$	4.47
January 27, 2027		180,000		180,000		1.50
May 11, 2027		350,000		350,000		1.50
June 6, 2027		3,600		3,600		36.25
August 16, 2027		25,000		25,000		2.51
January 28, 2028		180,000		180,000		1.61
January 27, 2030		296,865		296,865		1.50
February 28, 2030		95,794		95,794		1.25
June 30, 2030		117,056		117,056		1.45
August 4, 2029		40,480		40,480		5.56
January 28, 2031		1,000,000		1,000,000		1.61
February 28, 2031		200,000		200,000		2.00
September 9, 2031		1,934,779		1,934,779		2.75
September 9, 2031		410,000		410,000		2.75
December 17, 2031		157,000		157,000		3.50
Total		5,147,770		5,147,770

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Equity

3 Months Ended

Mar. 31, 2023

Equity

Equity

Note 12 – Equity

We are authorized to issue up to a total of 900,000,000 shares of common stock having a par value of $0.001 per share. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and to receive ratably in proportion to the shares of common stock held by them any dividends declared from time to time by the board of directors. Our common stock has no preferences or rights of conversion, exchange, pre-exemption or other subscription rights.

Common Stock Issued. Following is a discussion of common stock issuances during the periods presented. All issuances referenced below were unregistered and were exempt from the registration requirements of the Securities Act of 1933, as amended, under Section 4(a)(2).

● In March 2023, we issued 1,000,000 common shares to Apollo Medical Holdings, Inc. for IPA managerial services. We recognized $1.9 million of stock-based compensation expense for this issuance. This expense

should have been recognized on December 31, 2022. However, we consider this expense not material for revision and thus, is an out-of-period adjustment in this quarter’s financial statements.

● At the time of the Merger, Clinigence had 50,961,109 common shares outstanding. These amounts are shown as issued by us in the presentation of consolidated financial statements as the accounting acquiror.

Warrants. Clinigence had 12,401,240 common stock warrants outstanding as of the merger date. Warrant activity follows:

					Weighted Average
	Warrants		Weighted Average		Remaining Contractual
	Outstanding		Exercise Price		Life (years)
Warrants outstanding at December 31, 2022		11,033,015	$	1.96		3.80
Warrants exercised		(806,453)		1.55
Warrants expired		(1,500)		1.55
Warrants outstanding at March 31, 2023		10,225,062	$	1.99		3.53

In the first quarter of 2023, 702,285 shares of common stock were issued in satisfaction of cashless exercises of warrants to purchase of 806,453 shares of common stock. Warrants outstanding as of March 31, 2023 consisted of:

Expiration	Number		Number		Exercise
Date	Outstanding		Exercisable		Price
April 27, 2023		1,500		1,500	$	25.00
December 31, 2024		554,873		554,873		6.67
October 31, 2025		16,250		16,250		1.25
October 31, 2025		1,566,451		1,566,451		1.55
February 26, 2026		288,235		288,235		4.00
July 31, 2026		2,532,900		2,532,900		1.55
February 1, 2027		650,000		650,000		1.55
May 31, 2027		4,614,853		4,614,853		1.75
Total		10,225,062		10,225,062

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Income Taxes

3 Months Ended

Mar. 31, 2023

Income Taxes

Income Taxes

Note 13 – Income Taxes

Income tax provisions for interim quarterly periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items related specifically to interim periods. The income tax impact of discrete items is recognized in the period these occur.

In periods before the merger with Clinigence, Nutex Health Holdco LLC and the Nutex Subsidiaries were pass-through entities treated as partnerships for U.S. federal income tax purposes. No provision for federal income taxes was provided for these periods as federal taxes were obligations of these companies’ members. After the merger, Nutex Health Holdco LLC became a wholly-owned subsidiary of Clinigence and is included in its future consolidated corporate tax filings.

Our effective tax rate for the three months ended March 31, 2023 was 11.63%.

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Earnings per Share

3 Months Ended

Mar. 31, 2023

Earnings per Share

Earnings per Share

Note 14 – Earnings per Share

The following is the computation of earnings (loss) per basic and diluted share:

	Three Months Ended March 31,
	2023		2022
Amounts attributable to Nutex Health Inc.:
Numerator-
Net income (loss) attributable to common stockholders	$	(5,147,279)	$	21,442,843
Denominator:
Weighted average shares used to compute basic and diluted EPS		650,915,693		592,791,712
Earnings (loss) per share:
Basic	$	(0.01)	$	0.04
Diluted	$	(0.01)	$	0.04

The computation of diluted earnings per common share excludes the 5,147,770 common stock options and 10,225,062 warrants for the three months ended March 31, 2023. The dilutive effect of the assumed exercise of outstanding options and warrants was calculated using the treasury stock method.

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Supplemental Cash Flows Information

3 Months Ended

Mar. 31, 2023

Supplemental Cash Flows Information

Supplemental Cash Flows Information

Note 15 - Supplemental Cash Flows Information

	Three Months Ended March 31,
	2023		2022
Cash paid for interest	$	430,643	$	875,355
Cash paid for income taxes		-		18,473
Non-cash investing and financing activities:
Financed capital expenditures		2,709,019		-
Acquisition of finance leases		18,798,667		9,937,104
Termination of operating and finance leases		2,818,498		-
Exercise of warrants on cashless basis		702		-
Issuance of common stock to Apollo Medical Holdings, Inc.		1,900,000		-
Deconsolidation of Real Estate Entity		4,258,133		-

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Segment Information

3 Months Ended

Mar. 31, 2023

Segment Information

Segment Information

Note 16 – Segment Information

We report the results of our operations as three segments in our consolidated financial statements: (i) the hospital division, (ii) the population health management division and (ii) the real estate division. The determination of our reporting segments was made on the basis of our strategic priorities, which corresponds to the manner in which our Chief Executive Officer, as our chief operating decision maker, reviews and evaluates operating performance to make decisions about resources to be allocated. We evaluate the performance of our reportable segments based on, among other measures, operating income, which is defined as income before interest expense, other income (expense), and taxes. Corporate costs primarily include expenses for support functions and salaries and benefits for corporate employees and are excluded from segment operating results.

Reportable segment information, including intercompany transactions, is presented below:

	Three Months Ended March 31,
	2023		2022
Revenue from external customers:
Hospital division	$	49,288,164	$	79,127,242
Population health management division		7,041,253		-
Total revenue	$	56,329,417	$	79,127,242
Segment operating income:
Hospital division		4,778,637		35,815,496
Population health management division		69,086		-
Total segment operating income	$	4,847,723	$	35,815,496
Capital expenditures:
Hospital division		4,376,983		2,365,359
Real estate division		-		6,226,464
Total capital expenditures	$	4,376,983	$	8,591,823
Revenue from inter-segment activities:
Real estate division	$	258,015	$	4,045,969
Depreciation and amortization:
Hospital division		3,564,022		2,396,861
Population health management division		388,047		-
Real estate division		41,678		-
Total depreciation and amortization	$	3,993,747	$	2,396,861

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Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions

Related Party Transactions

Note 17 – Related Party Transactions

Related party transactions included the following:

● The Physician LLCs employ the doctors who work in our hospitals. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO, Dr. Thomas Vo. The Physician LLCs are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to them in the event of cash shortages and received the benefit of their cash surpluses.

​
In connection with the merger with Clinigence, we forgave certain amounts due from Physician LLCs for past advances made by us in support of their operations. We recognized net expense of $1,506,650 in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently.

The Physician LLCs had outstanding obligations to their member owners, who are also Company stockholders, totaling $2,488,212 at March 31, 2023 and $2,058,701 at December 31, 2022 reported within accounts payable – related party in our consolidated balance sheets.

● Most of our hospital division facilities are leased from real estate entities which are owned by related parties. These leases are typically on a triple net basis where our hospital division is responsible for all operating costs, repairs and taxes on the facilities. Our obligations under these leases are presented in Note 9. During the three months ended March 31, 2023, we made cash payments for these lease obligations totaling $3,519,345. Cash payments for these lease obligations made in the three months ended March 31, 2022 totaled $2,883,681.

● We consolidate Real Estate Entities as VIEs when they do not have sufficient equity at risk and our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. The consolidated Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO. We deconsolidated 17 Real Estate Entities in the second quarter of 2022 and one Real Estate Entity in the first quarter of 2023. At March 31, 2023, two Real Estate Entities continue to be consolidated in our financial statements.

In connection with the merger with Clinigence, we forgave certain amounts due from Real Estate Entities for past advances made by us. We recognized net expense totaling $553,259 in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently.

● Accounts receivable – related party included $538,259 at March 31, 2023 and $538,184 at December 31, 2022 due from noncontrolling interest owners of consolidated ER Entities.

● Micro Hospital Holding LLC, an affiliate controlled by our CEO made advances to one of our hospital facilities, SE Texas ER. These advances totaled $1,424,948 at March 31, 2023 and $1,424,948 at December 31, 2022 and are reported as accounts payable – related party in our consolidated balance sheets. The advances have no stated maturity and bear no interest.

● Accounts payable – related party in our consolidated balance sheets included $12,136 at March 31, 2023 and $2,500 at December 31, 2022 for reimbursement of expenses incurred on our behalf.

● We provide managerial services to emergency centers owned and, in some instances, controlled by related parties including an entity controlled by our CEO. We recognized $158,851of managerial fees within the hospital division in the three months ended March 31, 2023 for these services. In the three months ended March 31, 2022, we recognized $412,554 of revenue for these services.

● Two of our ER Entities are obligated under managerial services agreements with related parties commencing in 2022. Payments under these agreements totaled $336,000 for the three months ended March 31, 2023 and $323,194 for the three months ended March 31, 2022.

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Variable Interest Entities

3 Months Ended

Mar. 31, 2023

Variable Interest Entities

Variable Interest Entities

Note 18 – Variable Interest Entities

The following tables provide the balance sheet amounts for consolidated VIEs:

	March 31, 2023
	Real Estate		Physician		AHISP
	Entities		LLCs		IPA
Current assets	$	4,671,762	$	6,288,095	$	8,016,463
Property and equipment, net		10,975,277		3,668		-
Other long-term assets		19,634,442		-		16,254,462
Total assets	$	35,281,481	$	6,291,763	$	24,270,925
Current liabilities		1,038,381		5,400,568		24,240,245
Long-term liabilities		13,838,569		-		30,680
Total liabilities		14,876,950		5,400,568		24,270,925
Equity		20,404,531		891,195		-
Total liabilities and equity	$	35,281,481	$	6,291,763	$	24,270,925

	December 31, 2022
	Real Estate		Physician		AHISP
	Entities		LLCs		IPA
Current assets	$	3,466,811	$	6,915,710	$	6,641,448
Property and equipment, net		16,726,986		3,668		-
Long-term assets		19,647,148		-		16,553,040
Total assets	$	39,840,945	$	6,919,378	$	23,194,488
Current liabilities		2,326,335		4,831,617		23,163,808
Long-term liabilities		15,019,633		-		30,680
Total liabilities		17,345,968		4,831,617		23,194,488
Equity		22,494,977		2,087,761		-
Total liabilities and equity	$	39,840,945	$	6,919,378	$	23,194,488

The assets of each of the ER Entities may only be used to settle the liabilities of that entity or its consolidated VIEs and may not be required to be used to settle the liabilities of any of the other ER Entities, other VIEs, or corporate entity. Additionally, the assets of corporate entities cannot be used to settle the liabilities of VIEs. The Company has aggregated all of the Physician LLCs and Real Estate Entities into two categories above, because they have similar risk characteristics, and presenting distinct financial information for each VIE would not add more useful information.

Real Estate Entities are consolidated by the Company as VIEs because they do not have sufficient equity at risk and our hospital entities are guarantors of their outstanding mortgage loans. We have been working with the third-party lenders to remove our guarantees of their outstanding mortgage loans. As these guarantees are released, the associated Real Estate Entity no longer qualifies as a VIE and is deconsolidated. We deconsolidated 17 Real Estate Entities in the second

quarter of 2022 and one Real Estate Entity in the first quarter of 2023. There was no gain or loss on the deconsolidation of these entities. As of March 31, 2023, two Real Estate Entities continue to be consolidated in our financial statements.

At the date we deconsolidated these Real Estate Entities in the second quarter of 2022, they had $2,421,212 of cash, $98,086,690 of fixed assets (principally land and building), $533,874 of other assets, $69,638,778 of liabilities (principally mortgage indebtedness) and $31,402,998 of equity reported as noncontrolling interests.

The Real Estate Entity we deconsolidated in the first quarter of 2023 had $1,039,156 of cash, $8,420,537 of fixed assets (principally land and building), $179,846 of other assets, $5,381,316 of liabilities (principally mortgage indebtedness) and $4,258,133 million of equity reported as noncontrolling interests as of the date of deconsolidation.

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Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events

Subsequent Events

Note 19 - Subsequent Events

The Company has evaluated subsequent events through the filing of this report and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the transactions described below:

Yorkville Transaction and Conversion. On April 11, 2023, the Company entered into a Pre-Paid Advance Agreement (the “PPA”) with YA II PN, Ltd. (“Yorkville”). In accordance with the terms of the PPA, the Company may request advances of up to $25 million from Yorkville (or such greater amount that the parties may mutually agree) (each, a “Pre-Paid Advance”), which will be purchased by Yorkville at 90% of the face amount. Future Pre-Paid Advances will range from $5 million to $25 million depending on stock price and volume conditions being met, with an aggregate limitation on the Pre-Paid Advances of $100 million over an 18-months period. At the request and sole discretion of Yorkville, such Pre-Paid Advances will be correspondingly reduced upon the issuance of our Common Stock to Yorkville at a Purchase Price equal to (a) $1.00 in respect of the initial Pre-Paid Advance, and (b) with respect to each subsequent Pre-Paid Advance the lower of (i) 100% of the volume weighted average price (VWAP) of the Company’s common stock on the trading day immediately preceding the closing of such Pre- Paid Advance or (ii) 92.0% of the average of the two lowest daily VWAP of the shares during the seven trading days immediately prior to each Pre-Paid Advance, subject to a floor price of $0.1851 per share.

In connection with the execution of the PPA, Yorkville paid to the Company an initial Pre-Paid Advance amount of $15 million ($12.8 million before expenses) and agreed to pay an additional $10 million on the earlier of June 10, 2023, or the date upon which the outstanding balance on the initial $15 million has been reduced below $1 million, in each case, as long as the volume weighted average price (VWAP) for the ten trading days prior to such date is at least $0.60 per share.

Subsequent to the end of the period through the date of the report, in connection with the PPA, Yorkville converted $2,000,000 of principal balance to 3,856,267 shares of common stock. The stock issued was determined based on the terms of the PPA.

Restricted Stock Awards. On April 1, 2023, the Company issued 604,158 Restricted Stock Units (RSUs), valued at $610,210 to certain employees. The 214,719 RSU Common Shares vested on April 1, 2023, another 194,719 common shares will vest on March 1, 2024 and another 194,719 common shares will vest on March 1, 2025.

Stock Issuance. On April 10, 2023, 566,042 shares of common stock were issued in satisfaction of cashless exercises of warrants to purchase of 650,000 shares of common stock.

* * * * *

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Basis of presentation

Basis of presentation. These financial statements present the Company’s consolidated financial condition and results of operations including those of majority-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary.

The hospital division includes our healthcare billing and collections organization and hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities (the “Real Estate Entities”). The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to the Physician LLCs in the event of cash shortages and received the benefit of their cash surpluses.

The Real Estate Entities own the land and hospital buildings which are leased to our hospital entities. The Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We consolidate the Real Estate Entities as VIEs in instances where our hospital entities are guarantors or co-borrowers under their

outstanding mortgage loans. Since the second quarter of 2022, we have deconsolidated 18 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans.

The Company has no direct or indirect ownership interest in the consolidated Physician LLCs or Real Estate Entities, so 100% of the equity for these entities is shown as noncontrolling interests in the consolidated balance sheets and statements of operations. Many of the Physician LLCs and Real Estate Entities are owned in part and in some cases controlled by related parties including members of our executive management team.

The population health management division includes our management services organizations and a healthcare information technology company providing a cloud-based platform for healthcare organizations. In addition, Associated Hispanic Physicians of So. California (“AHISP”), an IPA entity that is not owned by us, but is consolidated as a VIE of our wholly-owned subsidiary AHP Health Management Services Inc. (“AHP”) since AHP is the primary beneficiary of its operations and has 100% control of AHISP’s operations through its management services agreement with AHISP.

All significant intercompany balances and transactions have been eliminated in consolidation.

Interim financial statements

Interim financial statements. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods presented. These interim financial statements should be read together with the consolidated financial statements and notes thereto included in our audited financial statements for the years ended December 31, 2022 and 2021.

Use of estimates

Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include (i) estimates of net revenue and accounts receivable, (ii) fair value of acquired assets and liabilities in business combinations and (iii) impairment of long-lived assets and goodwill. Actual results could differ from those estimates.

Fair value measurements

Fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We classify fair value balances based on the classification of the inputs used to calculate the fair value of a transaction. The three levels related to fair value measurements are as follows:

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. 

The estimated fair value of accounts receivable, accounts payable, accrued expenses and notes payable approximate the carrying amount due to the relatively short maturity or time to maturity of these instruments.  Accounts receivable and payable with related parties may not be arms-length transactions and therefore, may not reflect fair value.

Except for the initial valuation of intangible assets in connection with the reverse business combination with Clinigence discussed in Note 3 and the impairment of goodwill discussed above, there were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented.

Segment reporting

Segment reporting. A public company is required to report descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet established criteria. The Company operates three reportable segments – the hospital division, the population health management division and the real estate division. The real estate division is comprised of the Real Estate Entities.

Reclassifications

Reclassifications. Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation.

Recent accounting pronouncements

Recent accounting pronouncements. There are no new accounting pronouncements that are expected to have a material impact on the condensed consolidated financial statements.

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Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc (Tables)

3 Months Ended

Mar. 31, 2023

Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc

Schedule of consideration

Fair value of Clinigence common shares at $6.40 per share (50,961,109 shares)	$	326,151,098
Fair value of Clinigence outstanding common stock options and warrants		110,543,915
Total consideration	$	436,695,013

Schedule of acquired assets and assumed liabilities

Cash and cash equivalents	$	12,716,228
Accounts receivable, net		2,127,076
Prepaid expenses and other current assets		127,384
Property and equipment, net		14,793
Right of use asset, net		86,989
Intangible assets, net		21,668,000
Goodwill		414,006,378
Accounts payable and accrued expenses		(3,966,100)
Deferred revenue		(92,111)
Convertible notes payable, net		(3,771,858)
Term note payable		(674,526)
Lease liability		(91,238)
Deferred tax liability		(5,456,002)
Assets acquired	$	436,695,013

Schedule of pro forma financial information

	Three Months Ended March 31,
	2022
Revenue	$	85,336,417
Net income attributable to Nutex Health Inc.		7,180,154
Basic earnings per share		0.01
Diluted earning per share		0.01

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Revenue (Tables)

3 Months Ended

Mar. 31, 2023

Revenue

Schedule of disaggregate revenue

	Three Months Ended March 31,
	2023		2022
Hospital Division:
Net patient service revenue	$	54,137,235	$	79,127,242
Management fees		(4,849,071)		-
Total Hospital Division revenue		49,288,164		79,127,242
Population Health Management Division:
Capitation revenue, net		6,051,574		-
Management fees		719,626		-
SaaS revenue		270,053		-
Total Population Health Management Division revenue		7,041,253		-
Total revenue	$	56,329,417	$	79,127,242

Schedule of allocation of the estimated transaction price

	Three Months Ended March 31,
	2023		2022
Insurance		93%		96%
Self pay		4%		3%
Workers compensation		1%		1%
Medicare/Medicaid		2%		0%
Total		100%		100%

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2023

Property and Equipment

Schedule of property and equipment

	Useful		March 31,		December 31,
	Life (years)		2023		2022
Buildings and improvements		39	$	9,086,826	$	8,521,996
Land		-		2,650,670		3,721,576
Leasehold improvements		10-39		28,855,241		28,855,239
Construction in progress		-		13,560,583		19,389,329
Medical equipment		10		29,220,485		28,744,664
Office furniture and equipment		7		2,860,680		2,860,680
Computer hardware and software		5		3,221,577		1,713,434
Vehicles		5		135,590		135,590
Signage		10		1,163,722		1,163,722
Total cost				90,755,374		95,106,230
Less: accumulated depreciation				(13,638,878)		(13,011,878)
Total property and equipment, net			$	77,116,496	$	82,094,352

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2023

Intangible Assets

Schedule of intangible assets

	Gross		Accumulated		Net Carrying		Weighted Average
March 31, 2023	Carrying Amount		Amortization		Amount		Useful Life (in years)
Amortizing intangible assets:
Member relationships	$	16,899,000	$	1,126,599	$	15,772,401		15
Management contracts		2,021,000		126,313		1,894,687		16
Customer contracts		914,000		60,933		853,067		15
Trademarks		1,425,000		150,033		1,274,967		7-12
PHP technology		409,000		81,800		327,200		5
Indefinite life intangible - license		682,649		-		682,649		-
Total	$	22,350,649	$	1,545,678	$	20,804,971
December 31, 2022
Amortizing intangible assets:
Member relationships	$	16,899,000	$	844,950	$	16,054,050		15
Management contracts		2,021,000		94,734		1,926,266		16
Customer contracts		914,000		45,700		868,300		15
Trademarks		1,425,000		112,525		1,312,475		7-12
PHP technology		409,000		61,350		347,650		5
Indefinite life intangible - license		682,649		-		682,649		-
Total	$	22,350,649	$	1,159,259	$	21,191,390

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Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Accrued Expenses and Other Current Liabilities

Schedule of accrued expenses and other current liabilities

	March 31,		December 31,
	2023		2022
Accrued wages and benefits	$	5,901,561	$	4,235,167
Accrued taxes		3,461,054		1,029,790
Accrued other		799,551		975,856
Total accrued expenses and other current liabilities	$	10,162,166	$	6,240,813

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Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt

Schedule of debt

	Maturity	Interest	March 31,		December 31,
	Dates	Rates	2023		2022
Term loans secured by all assets	04/2023 - 11/2030	3.25 - 6.00%	$	10,965,545	$	11,341,934
Term loans secured by property and equipment	01/2024 - 10/2029	4.19 - 6.90%		10,815,089		9,299,197
Line of credit secured by all assets	04/2023 - 11/2025	4.50 - 6.50%		2,672,894		2,623,479
Term loans of consolidated Real Estate Entities	08/2023 - 03/2037	3.59 - 4.80%		13,886,997		15,068,920
Total				38,340,525		38,333,530
Less: unamortized debt issuance costs				103,134		112,802
Less: short-term lines of credit				2,672,893		2,623,479
Less: current portion of long-term debt				10,456,134		12,546,097
Total long-term debt			$	25,108,364	$	23,051,152

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Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases

Schedule of lease of property and equipment

	Three Months Ended March 31,
	2023		2022
Operating lease cost	$	948,515	$	692,669
Finance lease cost:
Amortization of right-of-use assets	$	2,484,275	$	927,664
Interest on lease liabilities		2,688,520		980,619
Total finance lease cost	$	5,172,795	$	1,908,283

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Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Stock-based Compensation

Schedule of stock-based awards activity

					Weighted Average
	Options		Weighted Average		Remaining Contractual
	Outstanding		Exercise Price		Life (Years)
Options outstanding at December 31, 2022		5,147,770	$	2.30		7.60
Options exercised		-		-
Options cancelled		-		-
Options outstanding at March 31, 2023		5,147,770	$	2.32		7.35

Schedule of stock options outstanding

Expiration	Number		Number		Exercise
Date	Outstanding		Exercisable		Price
March 15, 2025		157,196		157,196	$	4.47
January 27, 2027		180,000		180,000		1.50
May 11, 2027		350,000		350,000		1.50
June 6, 2027		3,600		3,600		36.25
August 16, 2027		25,000		25,000		2.51
January 28, 2028		180,000		180,000		1.61
January 27, 2030		296,865		296,865		1.50
February 28, 2030		95,794		95,794		1.25
June 30, 2030		117,056		117,056		1.45
August 4, 2029		40,480		40,480		5.56
January 28, 2031		1,000,000		1,000,000		1.61
February 28, 2031		200,000		200,000		2.00
September 9, 2031		1,934,779		1,934,779		2.75
September 9, 2031		410,000		410,000		2.75
December 17, 2031		157,000		157,000		3.50
Total		5,147,770		5,147,770

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Equity (Tables)

3 Months Ended

Mar. 31, 2023

Equity

Schedule of common stock warrants

					Weighted Average
	Warrants		Weighted Average		Remaining Contractual
	Outstanding		Exercise Price		Life (years)
Warrants outstanding at December 31, 2022		11,033,015	$	1.96		3.80
Warrants exercised		(806,453)		1.55
Warrants expired		(1,500)		1.55
Warrants outstanding at March 31, 2023		10,225,062	$	1.99		3.53

Schedule of outstanding warrants

Expiration	Number		Number		Exercise
Date	Outstanding		Exercisable		Price
April 27, 2023		1,500		1,500	$	25.00
December 31, 2024		554,873		554,873		6.67
October 31, 2025		16,250		16,250		1.25
October 31, 2025		1,566,451		1,566,451		1.55
February 26, 2026		288,235		288,235		4.00
July 31, 2026		2,532,900		2,532,900		1.55
February 1, 2027		650,000		650,000		1.55
May 31, 2027		4,614,853		4,614,853		1.75
Total		10,225,062		10,225,062

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Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings per Share

Schedule of earnings per share

	Three Months Ended March 31,
	2023		2022
Amounts attributable to Nutex Health Inc.:
Numerator-
Net income (loss) attributable to common stockholders	$	(5,147,279)	$	21,442,843
Denominator:
Weighted average shares used to compute basic and diluted EPS		650,915,693		592,791,712
Earnings (loss) per share:
Basic	$	(0.01)	$	0.04
Diluted	$	(0.01)	$	0.04

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Supplemental Cash Flows Information (Tables)

3 Months Ended

Mar. 31, 2023

Supplemental Cash Flows Information

Schedule of supplemental cash flows information

	Three Months Ended March 31,
	2023		2022
Cash paid for interest	$	430,643	$	875,355
Cash paid for income taxes		-		18,473
Non-cash investing and financing activities:
Financed capital expenditures		2,709,019		-
Acquisition of finance leases		18,798,667		9,937,104
Termination of operating and finance leases		2,818,498		-
Exercise of warrants on cashless basis		702		-
Issuance of common stock to Apollo Medical Holdings, Inc.		1,900,000		-
Deconsolidation of Real Estate Entity		4,258,133		-

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2023

Segment Information

Schedule of segment information

	Three Months Ended March 31,
	2023		2022
Revenue from external customers:
Hospital division	$	49,288,164	$	79,127,242
Population health management division		7,041,253		-
Total revenue	$	56,329,417	$	79,127,242
Segment operating income:
Hospital division		4,778,637		35,815,496
Population health management division		69,086		-
Total segment operating income	$	4,847,723	$	35,815,496
Capital expenditures:
Hospital division		4,376,983		2,365,359
Real estate division		-		6,226,464
Total capital expenditures	$	4,376,983	$	8,591,823
Revenue from inter-segment activities:
Real estate division	$	258,015	$	4,045,969
Depreciation and amortization:
Hospital division		3,564,022		2,396,861
Population health management division		388,047		-
Real estate division		41,678		-
Total depreciation and amortization	$	3,993,747	$	2,396,861

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Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2023

Variable Interest Entities

Schedule of consolidated balance sheets

	March 31, 2023
	Real Estate		Physician		AHISP
	Entities		LLCs		IPA
Current assets	$	4,671,762	$	6,288,095	$	8,016,463
Property and equipment, net		10,975,277		3,668		-
Other long-term assets		19,634,442		-		16,254,462
Total assets	$	35,281,481	$	6,291,763	$	24,270,925
Current liabilities		1,038,381		5,400,568		24,240,245
Long-term liabilities		13,838,569		-		30,680
Total liabilities		14,876,950		5,400,568		24,270,925
Equity		20,404,531		891,195		-
Total liabilities and equity	$	35,281,481	$	6,291,763	$	24,270,925

	December 31, 2022
	Real Estate		Physician		AHISP
	Entities		LLCs		IPA
Current assets	$	3,466,811	$	6,915,710	$	6,641,448
Property and equipment, net		16,726,986		3,668		-
Long-term assets		19,647,148		-		16,553,040
Total assets	$	39,840,945	$	6,919,378	$	23,194,488
Current liabilities		2,326,335		4,831,617		23,163,808
Long-term liabilities		15,019,633		-		30,680
Total liabilities		17,345,968		4,831,617		23,194,488
Equity		22,494,977		2,087,761		-
Total liabilities and equity	$	39,840,945	$	6,919,378	$	23,194,488

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Organization and Operations (Details)	3 Months Ended
	Mar. 31, 2023 employee individual state facility shares
Number of hospital facilities | facility	19
Number of states the company operates within | state	8
Partner with physicians | individual	900
Number of full time employees | employee	1,200
Clinigence Holdings, Inc.
Conversion ratio	3.571428575
Common Stock
Common stock issued to Apollo Medical Holdings, Inc., (in shares)	1,000,000
Common Stock | Merger Agreement
Common stock issued to Apollo Medical Holdings, Inc., (in shares)	592,791,712
Nutex Health Inc | Merger Agreement | Nutex Subsidiaries | Nutex Health Holdco L L C
Ownership percentage	84.00%

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Summary of Significant Accounting Policies (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2023 segment entity	Jun. 30, 2022 entity	Mar. 31, 2023 entity
Number of deconsolidated Real Estate Entities | entity	1	17	18
Number of reportable segments | segment	3
Physician LLC and Real Estate Entities [Member]
Ownership percentage	100.00%		100.00%
Associated Hispanic Physicians of So. California | AHP Health Management Services Inc.
Percentage of control	100.00%

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Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. - Total consideration in the merger (Details) - USD ($)		3 Months Ended
	Apr. 01, 2022	Mar. 31, 2023
Business combinations
Fair value of Clinigence common shares at $6.40 per share		$ 326,151,098
Fair value of Clinigence outstanding common stock options and warrants		110,543,915
Total consideration		$ 436,695,013
Clinigence Holdings, Inc.
Business combinations
Fair value per share	$ 6.40
Number of shares	50,961,109

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Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. - Total purchase consideration to acquired assets and assumed liabilities (Details)	Mar. 31, 2023 USD ($)
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc
Cash and cash equivalents	$ 12,716,228
Accounts receivable, net	2,127,076
Prepaid expenses and other current assets	127,384
Property and equipment, net	14,793
Right of use asset, net	86,989
Intangible assets, net	21,668,000
Goodwill	414,006,378
Accounts payable and accrued expenses	(3,966,100)
Deferred revenue	(92,111)
Convertible notes payable, net	(3,771,858)
Term note payable	(674,526)
Lease liability	(91,238)
Deferred tax liability	(5,456,002)
Assets acquired	$ 436,695,013

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Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. - Supplemental pro forma financial information (Details)	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc
Revenue | $	$ 85,336,417
Net income attributable to Nutex Health Inc. | $	$ 7,180,154
Pro forma basic earnings per share | $ / shares	$ 0.01
Pro forma diluted earnings per share | $ / shares	$ 0.01

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Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Business combinations
Non-cash impairment charge		$ 398.1
Fair value adjustment of common stock options and warrants assumed	$ 10.3
Acquisition-related costs		$ 3.9
Pro forma loss	$ 14.2
Minimum
Business combinations
Useful life	5 years
Maximum
Business combinations
Useful life	16 years

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Revenue - Disaggregate revenue (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue
Revenues	$ 56,329,417	$ 79,127,242
Hospital Division
Disaggregation of Revenue
Revenues	49,288,164	79,127,242
Population Health Management Division
Disaggregation of Revenue
Revenues	7,041,253
Net Patient Service Revenue | Hospital Division
Disaggregation of Revenue
Revenues	54,137,235	$ 79,127,242
Capitation Revenue Net | Population Health Management Division
Disaggregation of Revenue
Revenues	6,051,574
Management Fees | Hospital Division
Disaggregation of Revenue
Revenues	(4,849,071)
Management Fees | Population Health Management Division
Disaggregation of Revenue
Revenues	719,626
Saas Revenue | Population Health Management Division
Disaggregation of Revenue
Revenues	$ 270,053

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Revenue - Insurance Coverage (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue
Life Insurance Assumed Ratio	100.00%	100.00%
Insurance
Disaggregation of Revenue
Life Insurance Assumed Ratio	93.00%	96.00%
Self pay
Disaggregation of Revenue
Life Insurance Assumed Ratio	4.00%	3.00%
Workers compensation
Disaggregation of Revenue
Life Insurance Assumed Ratio	1.00%	1.00%
Medicare/Medicaid
Disaggregation of Revenue
Life Insurance Assumed Ratio	2.00%	0.00%

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Revenue (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Deferred revenue	$ 119,872	$ 99,143
Minimum
Percentage of net patient service revenue	90.00%

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Property and Equipment - Categories (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment
Property and equipment, gross	$ 90,755,374	$ 95,106,230
Less: accumulated depreciation	(13,638,878)	(13,011,878)
Total property and equipment, net	$ 77,116,496	82,094,352
Buildings and improvements
Property, Plant and Equipment
Useful Life (years)	39 years
Property and equipment, gross	$ 9,086,826	8,521,996
Land
Property, Plant and Equipment
Property and equipment, gross	2,650,670	3,721,576
Leasehold improvements
Property, Plant and Equipment
Property and equipment, gross	$ 28,855,241	28,855,239
Leasehold improvements | Minimum
Property, Plant and Equipment
Useful Life (years)	10 years
Leasehold improvements | Maximum
Property, Plant and Equipment
Useful Life (years)	39 years
Construction in progress
Property, Plant and Equipment
Property and equipment, gross	$ 13,560,583	19,389,329
Medical equipment
Property, Plant and Equipment
Useful Life (years)	10 years
Property and equipment, gross	$ 29,220,485	28,744,664
Office furniture and equipment
Property, Plant and Equipment
Useful Life (years)	7 years
Property and equipment, gross	$ 2,860,680	2,860,680
Computer hardware and software
Property, Plant and Equipment
Useful Life (years)	5 years
Property and equipment, gross	$ 3,221,577	1,713,434
Vehicles
Property, Plant and Equipment
Useful Life (years)	5 years
Property and equipment, gross	$ 135,590	135,590
Signage
Property, Plant and Equipment
Useful Life (years)	10 years
Property and equipment, gross	$ 1,163,722	$ 1,163,722

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Property and Equipment (Details)	3 Months Ended			12 Months Ended
	Mar. 31, 2023 USD ($) entity	Jun. 30, 2022 entity	Mar. 31, 2022 USD ($)	Mar. 31, 2023 entity
Property, Plant and Equipment
Number of deconsolidated Real Estate Entities | entity	1	17		18
Depreciation and amortization	$ 3,993,747		$ 2,396,861
Property, Plant and Equipment [Member]
Property, Plant and Equipment
Depreciation and amortization	$ 1,123,053		$ 1,469,198

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Intangible Assets - Components (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 22,350,649		$ 22,350,649
Accumulated amortization	1,545,678		1,159,259
Net Carrying Amount	20,804,971		21,191,390
Amortization of intangible assets	$ 386,419	$ 0
Minimum
Finite-Lived Intangible Assets
Weighted Average Useful Life (in years)	5 years
Maximum
Finite-Lived Intangible Assets
Weighted Average Useful Life (in years)	16 years
License
Finite-Lived Intangible Assets
Indefinite life intangible	$ 682,649		682,649
Member relationships
Finite-Lived Intangible Assets
Gross Carrying Amount	16,899,000		16,899,000
Accumulated amortization	1,126,599		844,950
Net Carrying Amount	$ 15,772,401		$ 16,054,050
Weighted Average Useful Life (in years)	15 years		15 years
Management contracts
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 2,021,000		$ 2,021,000
Accumulated amortization	126,313		94,734
Net Carrying Amount	$ 1,894,687		$ 1,926,266
Weighted Average Useful Life (in years)	16 years		16 years
Customer contracts
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 914,000		$ 914,000
Accumulated amortization	60,933		45,700
Net Carrying Amount	$ 853,067		$ 868,300
Weighted Average Useful Life (in years)	15 years		15 years
Trademarks
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 1,425,000		$ 1,425,000
Accumulated amortization	150,033		112,525
Net Carrying Amount	$ 1,274,967		$ 1,312,475
Trademarks | Minimum
Finite-Lived Intangible Assets
Weighted Average Useful Life (in years)	7 years		7 years
Trademarks | Maximum
Finite-Lived Intangible Assets
Weighted Average Useful Life (in years)	12 years		12 years
PHP technology
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 409,000		$ 409,000
Accumulated amortization	81,800		61,350
Net Carrying Amount	$ 327,200		$ 347,650
Weighted Average Useful Life (in years)	5 years		5 years

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Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Accrued Expenses and Other Current Liabilities
Accrued wages and benefits	$ 5,901,561	$ 4,235,167
Accrued taxes	3,461,054	1,029,790
Accrued other	799,551	975,856
Total accrued expenses and other current liabilities	$ 10,162,166	$ 6,240,813

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Debt - Outstanding Debt (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument
Total	$ 38,340,525	$ 38,333,530
Less: unamortized debt issuance costs	103,134	112,802
Less: short-term lines of credit	2,672,893	2,623,479
Less: current portion of long-term debt	10,456,134	12,546,097
Total long-term debt	25,108,364	23,051,152
Term loans secured by all assets
Debt Instrument
Total	$ 10,965,545	$ 11,341,934
Term loans secured by all assets | Minimum
Debt Instrument
Interest Rates (as percentage)	3.25%	3.25%
Term loans secured by all assets | Maximum
Debt Instrument
Interest Rates (as percentage)	6.00%	6.00%
Term loans secured by property and equipment
Debt Instrument
Total	$ 10,815,089	$ 9,299,197
Term loans secured by property and equipment | Minimum
Debt Instrument
Interest Rates (as percentage)	4.19%	4.19%
Term loans secured by property and equipment | Maximum
Debt Instrument
Interest Rates (as percentage)	6.90%	6.90%
Line of credit secured by all assets
Debt Instrument
Total	$ 2,672,894	$ 2,623,479
Line of credit secured by all assets | Minimum
Debt Instrument
Interest Rates (as percentage)	4.50%	4.50%
Line of credit secured by all assets | Maximum
Debt Instrument
Interest Rates (as percentage)	6.50%	6.50%
Term loans of consolidated Real Estate Entities
Debt Instrument
Total	$ 13,886,997	$ 15,068,920
Term loans of consolidated Real Estate Entities | Minimum
Debt Instrument
Interest Rates (as percentage)	3.59%	3.59%
Term loans of consolidated Real Estate Entities | Maximum
Debt Instrument
Interest Rates (as percentage)	4.80%	4.80%

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Debt (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) entity $ / shares shares	Jun. 30, 2022 entity	Mar. 31, 2023 USD ($) entity $ / shares
Debt Instrument
Number of deconsolidated Real Estate Entities | entity	1	17	18
Debt instrument not in compliance with debt service coverage ratio	$ 1,000,000.0		$ 1,000,000.0
Remaining borrowing capacity	3,100,000		3,100,000
Convertible Notes Payable
Debt Instrument
Principle amount	$ 5,415,375		$ 5,415,375
Convertible notes, converted to shares | shares	3,474,430
Conversion price per share | $ / shares	$ 1.55		$ 1.55
Debt discount	$ 1,719,572		$ 1,719,572
Debt discount accretion period	4 months

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Leases - Leases of property and equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases
Operating lease cost	$ 948,515	$ 692,669
Finance lease cost:
Amortization of right-of-use assets	2,484,275	927,664
Interest on lease liabilities	2,688,520	980,619
Total finance lease cost	$ 5,172,795	$ 1,908,283

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Stock-based Compensation (Details) - Equity Incentive 2022 Plan	3 Months Ended	12 Months Ended
	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 shares
Share-Based Payment Arrangement
Maximum aggregate number of shares that may be issued		5,000,000
Percentage company can increase stock-based compensation shares		5.00%
Shares available for issuance	2,416,221
Share-based award term	10 years
Share-based award vesting period	4 years
Multiplying factor	10
Share price | $ / shares	$ 2.80

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Stock-based Compensation - Stock-Based Awards Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement Roll-Forward
Options, Outstanding, Beginning Balance	5,147,770
Options, Outstanding, Ending Balance	5,147,770	5,147,770
Weighted Average Exercise Price
Weighted Average Exercise Price, Beginning Balance	$ 2.30
Weighted Average Exercise Price, Ending Balance	$ 2.32	$ 2.30
Weighted Average Remaining Contractual Life (Years)	7 years 4 months 6 days	7 years 7 months 6 days

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Stock-based Compensation - Options Outstanding (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Apr. 01, 2022
Share-Based Payment Arrangement
Number Outstanding	5,147,770	5,147,770	6,500,010
Number Exercisable	5,147,770
Exercise Price	$ 2.32	$ 2.30
March 15, 2025
Share-Based Payment Arrangement
Number Outstanding	157,196
Number Exercisable	157,196
Exercise Price	$ 4.47
January 27, 2027
Share-Based Payment Arrangement
Number Outstanding	180,000
Number Exercisable	180,000
Exercise Price	$ 1.50
May 11, 2027
Share-Based Payment Arrangement
Number Outstanding	350,000
Number Exercisable	350,000
Exercise Price	$ 1.50
June 6, 2027
Share-Based Payment Arrangement
Number Outstanding	3,600
Number Exercisable	3,600
Exercise Price	$ 36.25
August 16, 2027
Share-Based Payment Arrangement
Number Outstanding	25,000
Number Exercisable	25,000
Exercise Price	$ 2.51
January 28, 2028
Share-Based Payment Arrangement
Number Outstanding	180,000
Number Exercisable	180,000
Exercise Price	$ 1.61
January 27, 2030
Share-Based Payment Arrangement
Number Outstanding	296,865
Number Exercisable	296,865
Exercise Price	$ 1.50
February 28, 2030
Share-Based Payment Arrangement
Number Outstanding	95,794
Number Exercisable	95,794
Exercise Price	$ 1.25
June 30, 2030
Share-Based Payment Arrangement
Number Outstanding	117,056
Number Exercisable	117,056
Exercise Price	$ 1.45
August 4, 2029
Share-Based Payment Arrangement
Number Outstanding	40,480
Number Exercisable	40,480
Exercise Price	$ 5.56
January 28, 2031
Share-Based Payment Arrangement
Number Outstanding	1,000,000
Number Exercisable	1,000,000
Exercise Price	$ 1.61
February 28, 2031
Share-Based Payment Arrangement
Number Outstanding	200,000
Number Exercisable	200,000
Exercise Price	$ 2.00
September 9, 2031
Share-Based Payment Arrangement
Number Outstanding	1,934,779
Number Exercisable	1,934,779
Exercise Price	$ 2.75
September 9, 2031
Share-Based Payment Arrangement
Number Outstanding	410,000
Number Exercisable	410,000
Exercise Price	$ 2.75
December 17, 2031
Share-Based Payment Arrangement
Number Outstanding	157,000
Number Exercisable	157,000
Exercise Price	$ 3.50

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Equity (Details)		1 Months Ended	3 Months Ended
	Apr. 01, 2022 shares	Mar. 31, 2023 USD ($) Vote $ / shares shares	Mar. 31, 2023 USD ($) Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
Accumulated Other Comprehensive Income (Loss)
Common stock authorized		900,000,000	900,000,000	900,000,000
Common stock, par value | $ / shares		$ 0.001	$ 0.001	$ 0.001
Number of votes entitled to each common stock holders | Vote		1	1
Stock-based compensation expense | $			$ 1,900,000
Warrants outstanding (in shares)		10,225,062	10,225,062
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss)
Common shares outstanding at the time of merger	50,961,109
Common stock issued to Apollo Medical Holdings, Inc., (in shares)			1,000,000
Common Stock [Member] | Stock Purchase Agreement | Apollo Medical Holdings, Inc.
Accumulated Other Comprehensive Income (Loss)
Common stock issued to Apollo Medical Holdings, Inc., (in shares)		1,000,000
Stock-based compensation expense | $		$ 1,900,000
Common Stock Warrants
Accumulated Other Comprehensive Income (Loss)
Warrants outstanding (in shares)	12,401,240	10,225,062	10,225,062	11,033,015

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Equity - Common Stock Warrants (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Warrants Outstanding
Warrants outstanding, ending balance	10,225,062
Common Stock Warrants
Warrants Outstanding
Warrants outstanding, beginning balance	11,033,015
Warrants exercised	(806,453)
Warrants expired	(1,500)
Warrants outstanding, ending balance	10,225,062
Warrants Weighted Average Exercise Price
Warrants outstanding, beginning balance (in dollars per share)	$ 1.96
Warrants exercised (in dollars per share)	1.55
Warrants expired (in dollars per share)	1.55
Warrants outstanding, ending balance (in dollars per share)	$ 1.99
Warrants Weighted Average Remaining Contractual Life (years)	3 years 6 months 10 days	3 years 9 months 18 days

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Equity - Schedule of Outstanding Warrants (Details)	Mar. 31, 2023 $ / shares shares
Share-Based Payment Arrangement
Number Outstanding	10,225,062
Number Exercisable	10,225,062
Number of shares issued in satisfaction of cashless exercises	702,285
Warrants issued to purchase of common stock	806,453
April 27, 2023
Share-Based Payment Arrangement
Number Outstanding	1,500
Number Exercisable	1,500
Exercise Price | $ / shares	$ 25.00
December 31, 2024
Share-Based Payment Arrangement
Number Outstanding	554,873
Number Exercisable	554,873
Exercise Price | $ / shares	$ 6.67
October 31, 2025
Share-Based Payment Arrangement
Number Outstanding	16,250
Number Exercisable	16,250
Exercise Price | $ / shares	$ 1.25
October 31, 2025
Share-Based Payment Arrangement
Number Outstanding	1,566,451
Number Exercisable	1,566,451
Exercise Price | $ / shares	$ 1.55
February 26, 2026
Share-Based Payment Arrangement
Number Outstanding	288,235
Number Exercisable	288,235
Exercise Price | $ / shares	$ 4.00
July 31, 2026
Share-Based Payment Arrangement
Number Outstanding	2,532,900
Number Exercisable	2,532,900
Exercise Price | $ / shares	$ 1.55
February 1, 2027
Share-Based Payment Arrangement
Number Outstanding	650,000
Number Exercisable	650,000
Exercise Price | $ / shares	$ 1.55
May 31, 2027
Share-Based Payment Arrangement
Number Outstanding	4,614,853
Number Exercisable	4,614,853
Exercise Price | $ / shares	$ 1.75

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Income Taxes - Effective tax rate (Details)	3 Months Ended
	Mar. 31, 2023
Income Taxes
Effective tax rate	11.63%

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Earnings per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator-
Net income (loss) attributable to common stockholders	$ (5,147,279)	$ 21,442,843
Denominator:
Weighted average shares used to compute basic EPS	650,915,693	592,791,712
Earnings (loss) per share:
Basic	$ (0.01)	$ 0.04
Diluted	$ (0.01)	$ 0.04
Dilutive effect of common stock options	5,147,770
Dilutive effect of common stock warrants	10,225,062

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Supplemental Cash Flows Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Supplemental Cash Flows Information
Cash paid for interest	$ 430,643	$ 875,355
Cash paid for income taxes		18,473
Non-cash investing and financing activities:
Financed capital expenditures	2,709,019
Acquisition of finance leases	18,798,667	$ 9,937,104
Termination of operating and finance leases	2,818,498
Exercise of warrants on cashless basis	702
Issuance of common stock to Apollo Medical Holdings, Inc.	1,900,000
Deconsolidation of Real Estate Entity	$ 4,258,133

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Segment Information - Operations (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)
Segment Reporting Information
Number of reportable segments | segment	3
Total revenue	$ 56,329,417	$ 79,127,242
Total segment operating income	4,847,723	35,815,496
Total capital expenditures	4,376,983	8,591,823
Total depreciation and amortization	3,993,747	2,396,861
Intersegment Eliminations
Segment Reporting Information
Total revenue	258,015	4,045,969
Hospital Division | Operating Segment
Segment Reporting Information
Total revenue	49,288,164	79,127,242
Total segment operating income	4,778,637	35,815,496
Total capital expenditures	4,376,983	2,365,359
Total depreciation and amortization	3,564,022	2,396,861
Population Health Management Division | Operating Segment
Segment Reporting Information
Total revenue	7,041,253
Total segment operating income	69,086
Total depreciation and amortization	388,047
Real Estate Division | Operating Segment
Segment Reporting Information
Total capital expenditures		$ 6,226,464
Total depreciation and amortization	$ 41,678

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Related Party Transactions (Details)	3 Months Ended			12 Months Ended
	Mar. 31, 2023 USD ($) item entity	Jun. 30, 2022 entity	Mar. 31, 2022 USD ($)	Mar. 31, 2023 USD ($) entity item	Dec. 31, 2022 USD ($)
Related Party Transaction
Revenues, Net of Interest Expense			$ 1,506,650
Accounts Payable, Related Parties	$ 12,136			$ 12,136	$ 2,500
Revenue from related parties	158,851		412,554
Lease obligation payments	$ 3,519,345		2,883,681
Number of deconsolidated Real Estate Entities | entity	1	17		18
Number of consolidated real estate entity | item	2			2
Accounts payable - related parties	$ 3,925,297			$ 3,925,297	3,915,661
Physician LLCs
Related Party Transaction
Accounts Payable, Related Parties	2,488,212			2,488,212	2,058,701
Real Estate
Related Party Transaction
Revenues, Net of Interest Expense			553,259
E R Entities
Related Party Transaction
Accounts Receivable, Related Parties	538,259			538,259	538,184
E R Entities | Managerial Services Agreements
Related Party Transaction
Repayments of related party debt	336,000		$ 323,194
Micro Hospital Holding LLC
Related Party Transaction
Accounts payable - related parties	$ 1,424,948			$ 1,424,948	$ 1,424,948

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Variable Interest Entities - Balance sheet amounts (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Variable Interest Entities
Current assets	$ 88,667,107	$ 97,973,924
Property and equipment, net	77,116,496	82,094,352
Total assets	430,096,330	431,751,985
Current liabilities	47,878,789	54,862,969
Total liabilities	320,558,176	311,424,585
Equity	92,615,422	95,862,701
Total liabilities and equity	430,096,330	431,751,985
Real Estate Entities
Variable Interest Entities
Property and equipment, net	8,420,537		$ 98,086,690
Total liabilities	5,381,316		$ 69,638,778
Primary Beneficiary | Real Estate Entities
Variable Interest Entities
Current assets	4,671,762	3,466,811
Property and equipment, net	10,975,277	16,726,986
Other long-term assets	19,634,442	19,647,148
Total assets	35,281,481	39,840,945
Current liabilities	1,038,381	2,326,335
Long-term liabilities	13,838,569	15,019,633
Total liabilities	14,876,950	17,345,968
Equity	20,404,531	22,494,977
Total liabilities and equity	35,281,481	39,840,945
Primary Beneficiary | Physician LLCs
Variable Interest Entities
Current assets	6,288,095	6,915,710
Property and equipment, net	3,668	3,668
Total assets	6,291,763	6,919,378
Current liabilities	5,400,568	4,831,617
Total liabilities	5,400,568	4,831,617
Equity	891,195	2,087,761
Total liabilities and equity	6,291,763	6,919,378
Primary Beneficiary | AHISIPA
Variable Interest Entities
Current assets	8,016,463	6,641,448
Other long-term assets	16,254,462	16,553,040
Total assets	24,270,925	23,194,488
Current liabilities	24,240,245	23,163,808
Long-term liabilities	30,680	30,680
Total liabilities	24,270,925	23,194,488
Total liabilities and equity	$ 24,270,925	$ 23,194,488

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Variable Interest Entities (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) entity	Jun. 30, 2022 USD ($) entity	Mar. 31, 2023 USD ($) entity	Dec. 31, 2022 USD ($)
Number of deconsolidated Real Estate Entities | entity	1	17	18
Number of real estate entities consolidated | entity	2
Fixed assets	$ 77,116,496		$ 77,116,496	$ 82,094,352
Other assets	422,926		422,926	423,426
Liabilities	320,558,176		320,558,176	311,424,585
Equity attributable to noncontrolling interests	16,922,732		16,922,732	$ 24,464,699
Real Estate Entities
Cash	1,039,156	$ 2,421,212	1,039,156
Fixed assets	8,420,537	98,086,690	8,420,537
Other assets	179,846	533,874	179,846
Liabilities	5,381,316	69,638,778	5,381,316
Equity attributable to noncontrolling interests	$ 4,258,133	$ 31,402,998	$ 4,258,133

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Subsequent Events (Details)			3 Months Ended
	Apr. 11, 2023 USD ($) D $ / shares	Apr. 01, 2023 USD ($) shares	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 USD ($)	Apr. 10, 2023 shares
Subsequent Events
Proceeds from pre-paid advance			$ 49,414	$ 2,044,765
Number of shares issued in satisfaction of cashless exercises | shares			702,285
Warrants issued to purchase of common stock | shares			806,453
Subsequent Event [Member]
Subsequent Events
Number of shares issued in satisfaction of cashless exercises | shares					566,042
Warrants issued to purchase of common stock | shares					650,000
Subsequent Event [Member] | RSUs | Certain employees
Subsequent Events
Issued shares | shares		604,158
Value of shares		$ 610,210
Subsequent Event [Member] | RSUs | Certain employees | Vests on April 1, 2023
Subsequent Events
Shares vested | shares		214,719
Subsequent Event [Member] | RSUs | Certain employees | Vests on March 1, 2024
Subsequent Events
Shares vested | shares		194,719
Subsequent Event [Member] | RSUs | Certain employees | Vests on March 1, 2025
Subsequent Events
Shares vested | shares		194,719
Subsequent Event [Member] | Pre-Paid Advance Agreement with Yorkville | Yorkville
Subsequent Events
Maximum amount of advance may request	$ 25,000,000
Percentage of the face amount for issue	90.00%
Maximum amount of pre-paid advances	$ 100,000,000
Credit period	18 months
Initial pre-paid advance amount with expenses	$ 15,000,000
Proceeds from pre-paid advance	12,800,000
Agreed pre-paid advance based on conditions	10,000,000
Maximum outstanding balance for receipt of additional advance	$ 1,000,000
Number of trading days considered for volume weighted average price	10 days
Volume weighted average price per share | $ / shares	$ 0.60
Initial pre-paid advances per share | $ / shares	$ 1.00
Percentage of volume weighted average price	100.00%
Average percentage of volume weighted average price	92.00%
Pre-paid advances per share	0.1851%
Threshold number of specified trading days | D	7
Principal balance	$ 2,000,000
Principal balance converted to common stock | shares		3,856,267
Subsequent Event [Member] | Pre-Paid Advance Agreement with Yorkville | Yorkville | Minimum
Subsequent Events
Pre-paid advance amount	5,000,000
Subsequent Event [Member] | Pre-Paid Advance Agreement with Yorkville | Yorkville | Maximum
Subsequent Events
Pre-paid advance amount	$ 25,000,000