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Cover - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Mar. 24, 2025
Jun. 30, 2024
Cover [Abstract]      
Document Type 10-K/A    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
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 Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status No    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] true    
Document Financial Statement Restatement Recovery Analysis [Flag] true    
Entity Shell Company false    
Entity Public Float     $ 18.2
Entity Common Stock, Shares Outstanding   5,950,539  
Entity Central Index Key 0001479681    
Amendment Flag true    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Amendment Description Nutex Health Inc. ("Nutex Health" or the "Company") is filing this Amendment No. 2 on Form 10-K/A (the "Amendment" or "Form 10-K/A") to amend its Annual Report on Form 10-K for the year ended December 31, 2024, which was originally filed with the U.S. Securities and Exchange Commission ("SEC") on March 31, 2025 (the "Original Form 10-K"), as amended on April 30, 2025 to include the information required by Items 10 through 14 of Part III of Form 10-K. The purpose of this amendment is to amend and restate our previously issued consolidated financial statements and related financial information in the Original Form 10-K. This amendment also includes disclosure of an additional material weakness in internal control over financial reporting as described below. In addition, the Company intends to file an amendment to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, originally filed with the SEC on May 13, 2025. Items Amended in this FilingThis Form 10-K/A amends and restates the following items of the Original Form 10-K:•Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.•Part II - Item 8. Financial Statements and Supplementary Data.•Part II - Item 9A. Controls and Procedures.•Part III - Item 14. Principal Accountant Fees and Service•Part IV - Item 15. Exhibits and Financial Statement Schedules.In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications specified in Rule 13a-14 under the Exchange Act from the Company’s Chief Executive Officer and its Chief Financial Officer, dated as of the date hereof, are being filed or furnished, as applicable, with this Form 10-K/A as Exhibits 31.1, 31.2, 32.1 and 32.2, and updated and additional Consents of Independent Registered Public Accounting Firm are being filed as Exhibit 23.1 and 23.2. This Form 10-K/A also includes updated and additional, as applicable, Reports of Independent Registered Public Accounting Firm and updated signature page.Except as otherwise provided, the disclosures in this Form 10-K/A are made as of the date of the Original Form 10-K and do not reflect any events that occurred after the date of the Original Form 10-K or modify or update any other disclosures in the Original Form 10-K affected by subsequent events. As such, forward-looking statements included in this Form 10-K/A may represent management’s views as of the date of the Original Form 10-K and should not be assumed to be accurate as of any date thereafter.Restatement BackgroundAs previously disclosed in the Company's Current Report Form 8-K filed on August 21, 2025, the Audit Committee of the Board of Directors of Nutex Health (the "Audit Committee"), after consultation with the Chief Financial Officer, concluded that the Company's previously issued consolidated financial statements as of and for the year ended December 31, 2024 contained in the Original Form 10-K (the "Previously Issued Financial Statements") should be restated to reclassify non-cash stock-based compensation obligations related to under-construction and ramping hospitals as liabilities rather than equity. Further, the Company is also recording certain immaterial adjustments as described below. Please read Note 1 of the Consolidated Financial Statements - Organizations and Operations (Restated) - Restatement of Previously Issued Consolidated Financial Statements, Note 2 - Summary of Significant Accounting Policies (Restated), Note 12 - Stock Based Compensation (Restated), Note 14 - Income Taxes (Restated), Note 15 - Earnings Per Share (Restated), Note 16 - Supplemental Cash Flows Information (Restated), and Note 20 - Subsequent Events. Accordingly, investors and all other persons should no longer rely upon the Previously Issued Financial Statements included in the Original Form 10-K. In addition, any previously issued or filed earnings releases, investor presentations or other communications describing the Previously Issued Financial Statements and other related financial information covering these periods should no longer be relied upon.The Company filed this amendment to correct the classification of obligations totaling $16.4 million related to under construction and ramping hospitals from equity to liabilities in accordance with the classification criteria in ASC 718, Compensation - Stock Compensation, and ASC 480, Distinguishing Liabilities from Equity.In addition, the Company identified certain immaterial adjustments to be made to the financial statements for the year ended December 31, 2024 including related-party accounts payable balances amounting to $3.5 million that should be reclassified to equity, as the related-party accounts payable amounts were intended to be contribution amounts per certain Contribution Agreements with former owners of hospitals who transferred their interests to Nutex Health Holdco LLC, a $2.9 million adjustment to reclassify restricted balances out of cash and cash equivalents and into restricted short-term investments, an adjustment to accrued income tax expense of $0.5 million, a change in presentation of the effective tax rate reconciliation to separately present disaggregate other items, and the deferred tax components for the right-of-use assets and liabilities in the income taxes footnote table are now presented on a gross basis. Further, the Company recorded an immaterial adjustment in the footnote on variable interest entities (Note 19) related disclosure of consolidated balances.These adjustments as of December 31, 2024 result in an increase to liabilities, a corresponding decrease to equity and a decrease in net income. Total liabilities as of December 31, 2024 increased by $13.4 million (2.9%) while total equity correspondingly decreased by $13.4 million (6.6%). Net income for the year decreased by approximately $0.5 million (0.5%). As restated, earnings per share, diluted by unvested restricted stock and contingently issuable stock compensation decreased by $0.02 to $9.69 from $9.71, while earnings per share, basic decreased by $0.02 to $10.23 from $10.25 for the year ended December 31, 2024. These adjustments are non-cash in nature, had no material effect on key metrics including revenue, liquidity, short-term and long-term debt, operating cash flow, adjusted EBITDA or number of patient visits as of and for the periods presented therein, and had an immaterial impact on net income.The Previously Issued Financial Statements as of and for the year ended December 31, 2024 were audited by Marcum LLP. Following the Audit Committee's determination to restate these financial statements, the Company engaged Grant Thornton LLP as its independent registered public accounting firm to re-audit the consolidated financial statements for the year ended December 31, 2024. The adjustments reflected herein update the impacted consolidated financial statements and related disclosures to accurately present the Company’s financial position and results of operations for the affected periods.Internal Control ConsiderationsWe previously reported material weaknesses in the design and operating effectiveness of internal control over financial reporting as of December 31, 2024. As a result of the change to the treatment of obligations related to under-construction and ramping hospitals from equity to liabilities, management has re-evaluated and determined that there is an additional material weakness in the design and operating effectiveness of internal control over financial reporting as of December 31, 2024 related to timely and accurately analyzing and accounting for complex and non-routine accounting matters. The Company has engaged an accounting firm to assist in the proper design, implementation, and testing of internal controls over financial reporting, and training for relevant personnel remains ongoing. Management is undertaking additional efforts to remediate the identified material weaknesses and strengthen the overall control environment. See Item 9A. Controls and Procedures - Evaluation of Internal Controls and Procedures (Restated) included in this Amendment.Compensation Recovery PolicyThe Company established a policy regarding the recoupment of certain performance-based compensation payments (“Compensation Recovery Policy”), which became effective as of October 2, 2023. As indicated above, the Company concluded that the Previously Issued Financial Statements required the Restatement Adjustments. The Compensation Committee of the Company determined that no performance-based compensation (or the vesting of such compensation) within the prior three years was primarily based upon the achievement of financial results, as reported in a Form 10-Q, Form 10-K or other report filed with the Securities and Exchange Commission, and therefore had no obligation, pursuant to the Company’s Compensation Recovery Policy, to recover erroneously paid or awarded compensation.INTRODUCTORY NOTEOn April 1, 2022, Nutex Health Holdco LLC merged with Clinigence Holdings, Inc., a publicly traded Delaware corporation (“Clinigence”), which was renamed Nutex Health Inc. after the merger. Immediately prior to the merger, holders of 84% of the aggregate equity interests in subsidiaries and affiliates of Nutex Health Holdco LLC contributed these ownership interests to Nutex Health Holdco LLC in exchange for Nutex Health Holdco LLC equity interests. Immediately thereafter, in the merger, each unit representing an equity interest in Nutex Health Holdco LLC was converted into the right to receive shares of Clinigence (n/k/a Nutex Health Inc.) common stock.Unless the context dictates otherwise, references in this Annual Report on Form 10-K/A to “Nutex,” 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. Effective as of 11:59 p.m. Eastern time on April 9, 2024, the Company effected a 1-15 reverse stock split and effective as of 11:59 p.m. Eastern time on July 2, 2024, the Company effected an additional 1-10 reverse stock split (the “2024 Reverse Stock Splits”).Unless otherwise indicated, all authorized, issued, and outstanding stock and per share amounts referred to in this Annual Report on Form 10-K have been adjusted to reflect the 2024 Reverse Stock Splits for all prior periods presented. Proportionate adjustments for the 2024 Reverse Stock Splits were made to the exercise prices and number of shares issuable under the Company’s equity incentive plans, and the number of shares underlying outstanding equity awards, as applicable. See Note 1 for information and disclosures relating to adjustments related to the 2024 Reverse Stock Splits.