Nutex Health Inc. (“Nutex Health” or the “Company”), is a physician-led, healthcare services and operations company with 24 hospital facilities in 11 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”).

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, including Dr. Vo, our Chairman and CEO (“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.

1:15 Reverse stock split. The Company’s Board of Directors determined to effect a reverse stock split of the common stock at a 1-for-15 ratio (the “1:15 Reverse Stock Split”) effective as of 11:59 pm Eastern time on April 9, 2024. The stockholders of the Company at its annual meeting on June 29, 2023 had approved a reverse stock split within a range of 1:2 and 1:15 to be effected within one year of approval at the discretion of the Board. The Company’s common stock began trading on The Nasdaq Capital Market on a post-1:15 Reverse Stock Split basis under the Company’s existing trading symbol “NUTX” at the open of the market on April 10, 2024. The 1:15 Reverse Stock Split was implemented for the purpose of regaining compliance with the minimum bid price requirement for continued listing of the Company’s common stock on The Nasdaq Capital Market.

1:10 Reverse stock split. In addition, the Company’s Board of Directors determined to effect a reverse stock split of the common stock at a 1-for-10 ratio (the “1:10 Reverse Stock Split”) effective as of 11:59 pm Eastern time on July 2, 2024. The Company’s stockholders, at the annual meeting on June 17, 2024, had approved a reverse stock split within a range of 1:2 and 1:16 to be effected within one year of approval at the discretion of the Board. This 1:10 Reverse Stock Split is in addition to the Company’s previous 1:15 Reverse Stock Split as discussed above. The Company’s common stock began trading on The Nasdaq Stock Market on a post-1:10 Reverse Stock Split basis under the Company’s existing trading symbol “NUTX” at the open of the market on July 3, 2024. The 1:10 Reverse Stock Split was also implemented for the purpose of regaining compliance with the minimum bid price requirement for continued listing of the Company’s common stock on The Nasdaq Capital Market.

As a result of both the 1:15 Reverse Stock Split and 1:10 Reverse Stock Split (collectively, the “2024 Reverse Stock Splits”) the number of shares of common stock outstanding was reduced to 5,511,452 shares as of December 31, 2024, inclusive of whole shares issued for fractional shares, and the number of authorized shares of common stock remains at 950,000,000.

Unless otherwise indicated, all authorized, issued, and outstanding stock and per share amounts contained in the accompanying condensed consolidated financial statements 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.

The impacts of the 2024 Reverse Stock Splits were applied retroactively for all periods presented in accordance with applicable guidance. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding.


	Year Ended December 31, 2023
	As Previously Reported		Impact of 2024 Reverse Stock Splits		As Revised
Loss attributable to common stockholders	$	(45,786,614)	$	—	$	(45,786,614)
Weighted average shares used to compute basic and diluted EPS	661,247,959		(656,839,639)		4,408,320
Loss per share - basic and diluted	$	(0.07)	$	(10.32)	$	(10.39)


	Year Ended December 31, 2022
	As Previously Reported		Impact of 2024 Reverse Stock Splits		As Revised
Loss attributable to common stockholders	$	(424,780,446)	$	—	$	(424,780,446)
Weighted average shares used to compute basic and diluted EPS	634,877,629		(630,645,111)		4,232,518
Loss per share - basic and diluted	$	(0.05)	$	(100.31)	$	(100.36)


	As Previously Reported			Impact of the 2024 Reverse Stock Splits			Revised
	Options Outstanding	Weighted Average Exercise Price		Options Outstanding	Weighted Average Exercise Price		Options Outstanding	Weighted Average Exercise Price
Options outstanding at December 31, 2022	5,147,770	$	2.32	(5,113,452)	$	345.84	34,318	$	348.16
Options exercised	—	—		—	—		—	—
Options cancelled	(1,010,621)	2.28		1,003,893	339.72		(6,728)	342.00
Options outstanding at December 31, 2023	4,137,149	$	2.24	(4,109,559)	$	333.54	27,590	$	335.78


	As Previously Reported			Impact of the 2024 Reverse Stock Splits			Revised
	Warrants Outstanding	Weighted Average Exercise Price		Warrants Outstanding	Weighted Average Exercise Price		Warrants Outstanding	Weighted Average Exercise Price
Warrants outstanding at December 31, 2022	11,033,015	$	1.96	(10,959,462)	$	292.20	73,553	$	294.16
Warrants issued	10,770,000	0.40		(10,698,286)	59.60		71,714	60.00
Warrants exercised	(1,456,453)	1.55		1,446,743	230.95		(9,710)	232.50
Warrants expired	(3,000)	25.00		2,980	3,725.00		(20)	3,750.00
Warrants outstanding at December 31, 2023	20,343,562	$	1.16	(20,208,025)	$	157.00	135,537	$	158.16

On July 24, 2024, the Company received written notice (the “Compliance Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires that companies listed on the Nasdaq Stock Market maintain a minimum bid price of $1.00 per share. Nasdaq notified the Company in the Compliance Notice that, from July 3, 2024 to July 23, 2024, the closing bid price of the Company’s common stock had been $1.00 per share or greater and, accordingly, the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was now closed.

The Company granted certain stock awards related to under-construction and ramping hospitals upon the merger with Clinigence discussed in Note 3. The Company corrected 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. The Company determined that these certain stock awards had no material effect on prior periods.

In addition, the Company identified certain immaterial adjustments to be made 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 of the Contribution Agreements with former owners of hospitals transferred to Nutex Health Holdco LLC effective April 1, 2022, 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 to disclosure of consolidated balances.


	December 31, 2024				December 31, 2024
	As Previously Reported		Adjustments		As Restated
Cash and cash equivalents	$	43,581,412	$	(2,940,796)	40,640,616
Restricted short-term investment	—		2,940,796		2,940,796
Other current assets	248,897,473		—		248,897,473
Total current assets	292,478,885		—		292,478,885
Non-current assets	362,841,508		—		362,841,508
Total assets	655,320,393		—		655,320,393
Current liabilities:
Accounts payable - related parties	4,345,138		(3,539,372)		805,766
Accrued income tax expense	25,989,262		543,437		26,532,699
Accrued stock based compensation	—		16,356,000		16,356,000
Other current liabilities	110,531,725		—		110,531,725
Total current liabilities	140,866,125		13,360,065		154,226,190
Non-current liabilities	312,562,391		—		312,562,391
Total liabilities	453,428,516		13,360,065		466,788,581
Common stock, $0.001 par value; 950,000,000 shares authorized; 5,511,452 and 4,511,199 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively	5,511		—		5,511
Additional paid-in capital	503,232,609		(13,823,628)		489,408,981
Accumulated deficit	(356,893,371)		(83,128)		(356,976,499)
Nutex Health Inc. equity	146,344,749		(13,906,756)		132,437,993
Noncontrolling interests	55,547,128		546,691		56,093,819
Total equity	201,891,877		(13,360,065)		188,531,812
Total liabilities and equity	$	655,320,393	$	—	$	655,320,393


	December 31, 2024				December 31, 2024
	As Previously Reported		Adjustments		As Restated
Total revenue	$	479,948,633	$	—	$	479,948,633
Total operating costs and expenses	283,687,356		—		283,687,356
Gross profit	196,261,277		—		196,261,277
Corporate and other costs:
Stock-based compensation	16,631,898		(77,000)		16,554,898
Other corporate and other costs	49,008,579		—		49,008,579
Total corporate and other costs	65,640,477		(77,000)		65,563,477

Operating income	130,620,800		77,000		130,697,800
Other expenses	20,872,058		—		20,872,058
Income before taxes	109,748,742		77,000		109,825,742
Income tax expense	14,476,821		543,437		15,020,258
Net income	95,271,921		(466,437)		94,805,484
Less: net income attributable to noncontrolling interest	43,092,753		(383,309)		42,709,444
Net income attributable to Nutex Health Inc.	$	52,179,168	$	(83,128)	$	52,096,040
Earnings per common share
Basic	$	10.25	$	(0.02)	$	10.23
Diluted	$	9.71	$	(0.02)	$	9.69


	Common Stock		Additional paid-in capital		Accumulated deficit		Nutex Health Inc. equity		Noncontrolling interests		Total equity
Balances, December 31, 2024 (as previously reported)	$	5,511	$	503,232,609	$	(356,893,371)	$	146,344,749	$	55,547,128	$	201,891,877
Adjustment due to cumulative error correction	—		(13,823,628)		(83,128)		(13,906,756)		546,691		(13,360,065)
Balances, December 31, 2024 (as restated)	$	5,511	$	489,408,981	$	(356,976,499)	$	132,437,993	$	56,093,819	$	188,531,812


	December 31, 2024				December 31, 2024
	As Previously Reported		Adjustments		As Restated
Net income	$	95,271,921	$	(466,437)	$	94,805,484
Stock-based compensation expense	16,631,898		(77,000)		16,554,898
Accrued income tax expense	25,989,262		543,437		26,532,699
Other operating activities	(114,739,274)		—		(114,739,274)
Net cash from operating activities	23,153,807		—		23,153,807
Purchase of restricted short-term investment	—		(2,940,796)		(2,940,796)
Other investing activities	(2,665,222)		—		(2,665,222)
Net cash from investing activities	(2,665,222)		(2,940,796)		(5,606,018)
Net cash from financing activities	1,090,771		—		1,090,771
Net change in cash and cash equivalents and restricted cash	21,579,356		(2,940,796)		18,638,560
Cash and cash equivalents and restricted cash - beginning of the year	22,002,056		—		22,002,056
Cash and cash equivalents and restricted cash - end of the year	$	43,581,412	$	(2,940,796)	$	40,640,616