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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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 5.02. Appointment of Certain Officers; Election of Directors; Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers
In connection with Nutex Health Inc.’s (the “Company”) previously-disclosed Streamlined Strategic Plan, our Chief Executive Officer (CEO) Thomas T. Vo. M.D., recommended to the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that his annual base salary be reduced by 50% from $1,000,000 to $500,000. The Committee approved Dr. Vo’s recommendation. Pursuant to an Addendum to Employment Agreement (the “Addendum”) dated February 8, 2024, Dr. Vo’s annual base salary reduction will go into effect immediately. The Compensation Committee has the authority to reinstate Dr. Vo’s annual base salary at any time they deem appropriate, in their sole discretion. The foregoing description of the Addendum does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Addendum, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
| Description of Exhibit |
10.1 |
| |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document |
Exhibit 10.1
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) made and entered into on February 8, 2024, by and between Nutex Health, Inc., a Delaware corporation (the “Company”), and Thomas T. Vo (the “Executive” and together with the Company referred to as the “Parties”) modifies the existing Employment Agreement between the Parties dated April 1, 2022 (the “Employment Agreement”).
1.Temporary Salary Adjustment
Effective February 1, 2024 the Executive’s current annual base salary of one million U.S. dollars ($1,000,000) will be temporarily adjusted to an annual base salary of five hundred thousand U.S. dollars ($500,000). This salary adjustment is due to the Company’s strategic cost cutting plan and budget constraints and is intended as a temporary measure.
2. Duration
This salary adjustment shall remain in effect from February 1, 2024, until the Company’s Compensation Committee and Independent Board Directors determine and approve an end date, at which point the Executive’s salary shall revert to the original annual base salary of one million U.S. dollars ($1,000,000) as specified in the original Employment Agreement, unless further modified by mutual agreement of both parties in writing.
3.Continuation of Employment Terms
Except as expressly modified by this Addendum, all other terms and conditions of the original Employment Agreement shall remain in full force and effect. This Addendum shall be considered part of the original Employment Agreement.
4.Acknowledgment
By signing this Addendum, the Executive acknowledges their agreement to the temporary salary adjustment and confirms their understanding that all other terms of their employment remain unchanged and in full effect.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first above written.
Nutex Health Inc.
By: | /s/ Jon Bates | |
Name: | Jon Bates | |
Title: | Chief Financial Officer | |
EXECUTIVE
| /s/ Thomas T. Vo | |
| Thomas T. Vo | |
Document and Entity Information |
Feb. 08, 2024 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Feb. 08, 2024 |
| Entity Registrant Name | NUTEX HEALTH INC. |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 001-41346 |
| Entity Tax Identification Number | 11-3363609 |
| Entity Address, Address Line One | 6030 S. Rice Ave |
| Entity Address, Adress 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 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | NUTX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0001479681 |
| Amendment Flag | false |