Note 1 – Organization and Operations

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. The population health management division owns and operates provider networks such as independent physician associations (“IPAs”).

We employ approximately 830 full-time employees, contract 255 doctors at our facilities and partner with over 2,100 physicians within our networks as of March 31, 2025. 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 into 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.

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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.

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Pursuant to the Merger Agreement, each unit representing an equity interest in Nutex Health Holdco LLC that was issued and outstanding immediately prior to the effective time of the Merger (but following the Contribution Transaction) was converted into the right to receive 3.571428575 shares of Clinigence common stock, resulting in an aggregate issuance of 592,791,712 shares (3,951,944 after the 2024 Reverse Stock Splits) of Clinigence common stock.

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

2024 Reverse Stock Splits.

1:10 Reverse stock split. In addition, the Company’s Board of Directors (the “Board”) 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 effective as of 11:59 pm Eastern time on April 9, 2024 (together, the “2024 Reverse Stock Splits”). The Company’s common stock began trading on The Nasdaq Stock Market (the “NASDAQ”) 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.

As a result of the 2024 Reverse Stock Splits, the Company had 5,511,452 shares of common stock outstanding 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. The Company had 5,528,448 shares of common stock outstanding as of March 31, 2025.

Unless otherwise indicated, all authorized, issued and outstanding stock and per share amounts contained in the accompanying unaudited 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.

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The following table illustrates changes in equity, as previously reported prior to, and as adjusted subsequent to, the impact of the 2024 Reverse Stock Splits retroactively adjusted for the periods presented (dollars in thousands):

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The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the 2024 Reverse Stock Splits retroactively adjusted for the periods presented (dollars in thousands):

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The following outstanding stock options and warrants exercisable or issuable into shares of common stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive:

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Stock options were adjusted retroactively to give effect to the 2024 Reverse Stock Splits for the three months ended March 31, 2024:

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Warrants were adjusted retroactively to give effect to the 2024 Reverse Stock Splits for the three months ended March 31, 2024:

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