UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in fiscal year.
As previously disclosed on Form 8-K filed by Nutex Health Inc. (the “Company”) with the Securities and Exchange Commission on June 18, 2024, the Company held its annual meeting of stockholders on June 17, 2024. At such meeting, the Company’s stockholders approved a reverse stock split at a ratio within a range of 1-2 and 1-16 and granted the Company’s Board of Directors the discretion to determine the timing and ratio of the split within such range. This approval is valid through June 17, 2025.
On June 17, 2024, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-10 ratio (the “Reverse Stock Split”) and approved the filing of a Certificate of Amendment (the “Certificate of Amendment”) to the Second Amended and Restated Certificate of Incorporation of the Company to effect the Reverse Stock Split. This Reverse Stock Split is in addition to the Company’s previous 1-15 reverse stock split which was effective April 10, 2024.
On July 1, 2024, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect the Reverse Stock Split, effective at 11:59 p.m. Eastern Time on July 2, 2024 (the “Effective Time”). At the Effective Time, every 10 shares of issued and outstanding common stock will be automatically combined into one issued share of common stock, with no change in par value. No fractional shares will be issued as a result of the Amendment. All stockholders who would be entitled to receive fractional shares as a result of the Reverse Stock Split will receive one whole share for their fractional share interest to be issued as determined by DTC at the participant level. Proportionate adjustments for the Reverse Stock Split will be 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 Reverse Stock Split will not modify any voting rights or other terms of the common stock, and the number of authorized shares of the Company will remain at 950,000,000.
The Company’s common stock began trading on the Nasdaq Stock Market on a post-Reverse Stock Split basis under the Company’s existing trading symbol “NUTX” when the market opened on July 3, 2024. The new CUSIP number for the Company’s common stock post-Reverse Split is 67079U306.
The Company’s transfer agent, Transfer Online, is acting as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-Reverse Stock Split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connect with the Reverse Stock Split.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nutex Health Inc. |
| 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. |
SIGNATURE
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, hereunto duly authorized.
| Dated: July 5, 2024 | NUTEX HEALTH INC. | |
| By: | /s/ Jon C. Bates | |
| Jon C. Bates Chief Financial Officer |
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