v3.25.1
Debt
3 Months Ended
Mar. 31, 2025
Debt  
Debt

Note 7 – Debt

The Company’s outstanding debt is shown in the following table (dollars in thousands):

Maturity

Interest

March 31, 

December 31, 

Dates

Rates

2025

2024

Term loans secured by all assets

04/2025 - 10/2029

4.00 - 15.50%

$

8,937

$

9,665

Term loans secured by property and equipment

5/2025 - 01/2030

3.41 - 7.82%

8,645

9,028

Term loan secured by deposits

04/2025

7.36%

1,630

1,989

Line of credit secured by all assets

05/2025 - 01/2026

6.00 - 9.50%

7,126

3,521

Term loans of consolidated Real Estate Entities

05/2028 - 03/2037

3.50 - 3.59%

11,501

11,811

Unsecured convertible term notes

10/2025

8.00 - 10.00%

5,385

5,385

Total

43,224

41,399

Less: unamortized issuance costs and discount

730

984

Less: short-term lines of credit

7,126

3,554

Less: current portion of long-term debt

13,635

14,395

Total long-term debt

$

21,733

$

22,466

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.

At March 31, 2025, the Company was not subject to any financial covenants under its outstanding debt arrangements.

At March 31, 2025, we had remaining availability of $4.9 million under outstanding lines of credit.

September 2023 Convertible Debt Issuance.

From September 2023 to December 2023, the Company conducted a private offering of convertible notes (“Unsecured Convertible Term Notes”) and six-year warrants (“Warrants”) to accredited investors (the “Holders”) as defined in Rule 501 under the 1933 Act and issued Unsecured Convertible Term Notes convertible into an aggregate of 89,751 shares (13,462,500 prior to the 2024 Reverse Stock Splits) of common stock at a conversion price of $60.00 per share ($0.40 prior to the 2024 Reverse Stock Splits) and Warrants to purchase an aggregate of 44,875 shares of common stock (6,731,250 prior to the 2024 Reverse Stock Splits) at an exercise price of $60.00 per share ($0.40 prior to the 2024 Reverse Stock Splits). We also issued Warrants for the purchase of 26,925 shares (4,038,750 prior to the 2024 Reverse Stock Splits) to the placement agent. The Unsecured Convertible Term Notes mature on October 31, 2025 and the Warrants expire on December 31, 2029.

On March 26, 2024, the Company and the Holders agreed to amend the conversion price of the Unsecured Convertible Term Notes and exercise price of the Warrants to $30.00 each ($0.20 prior to the 2024 Reverse Stock Splits), resulting in the Unsecured Convertible Term Notes being convertible into 179,500 shares of common stock (26,925,000 prior to the 2024 Reverse Stock Splits), the Warrants exercisable for 89,750 shares of common stock (13,462,500 prior to the 2024

Reverse Stock Splits) and the placement agent Warrants exercisable for 53,850 shares of common stock (8,077,500 prior to the 2024 Reverse Stock Splits).

The Unsecured Convertible Term Notes bear an annual interest rate of 8% if paid in cash or an annual interest rate of 10% if paid in the form of common stock. The payment of interest in the form of common stock is at the discretion of the Company. When paid in common stock, the number of shares is equal to the quotient of the total accrued interest due divided by the last reported sale price of the Company’s common stock on the last complete trading day of such quarter. The Holders have the option, at any time, to convert all or any portion of the unpaid principal and interest outstanding in common stock at the conversion price of $30.00 per share. If the Company fails to pay the outstanding principal amount and all accrued interest within 30 days of the maturity date, the interest rate payable is adjusted to 12%.

The Company appointed Emerson Equity LLC as placement agent for the September 2023 Private Offering. Per the Placement Agent Agreement, the Company agrees to pay (i) a cash commission equal to 10% of the gross proceeds and (ii) warrants to purchase a number of common stock equal to 20% of the total number of shares issuable upon conversion or exercise of the Unsecured Convertible Term Notes and Warrants, as applicable. For the three months ended March 31, 2025, no warrants were exercised. On April 9, 2025, $0.4 million of the Unsecured Convertible Term Notes converted to 13,333 shares based on the terms noted above.

The net carrying amount of the Unsecured Convertible Term Notes was $4.7 million and $4.5 million as of March 31, 2025 and December 31, 2024, respectively, and the weighted average effective interest rate on the convertible debt was 21.5% for both periods.

The Unsecured Convertible Term Notes interest expense was $0.4 million for the three months ending March 31, 2025, comprising $0.3 million in amortization expense and $0.1 million in accrued interest expense. For the three months ended March 31, 2024 interest expense was $0.3 million, comprising $0.2 million in amortization expense and $0.1 million in accrued interest expense.