8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 29, 2022

NUTEX HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-53862	11-3363609
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

‎

6030 S. Rice Ave, Suite C, Houston, Texas 77081

(Address of principal executive offices) (zip code)

‎(713) 660-0557‎

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act 

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	NUTX	The NASDAQ Stock Market LLC

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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 29, 2022, Nutex Health, Inc. (the "Company") entered into a Partial Stock Option Cancellation Agreements (the "Cancellation Agreement") with its President, Warren Hosseinion, (the “Executive Officer”) pursuant to which the Executive Officer agreed to the surrender and cancellation of certain previously granted stock options (the "Options") to purchase an aggregate of 1,040,221 shares of the Company's voting common stock, par value $0.0001 per share (the "Common Stock"), at an exercise price of $2.75 per share. No consideration for the cancellation of the Options was paid to the Executive Officer. As a result of the cancellation, the 1,040,221 shares of Common Stock underlying the Options are again available for grant under the Amended And Restated Nutex Health Inc. 2022 Equity Incentive Plan.

The Options cancelled were fully vested on April 1, 2022, subject to continued employment by the applicable Executive Officer. As such, the cancellation will benefit the Company's stockholders' equity.

The foregoing description of the Cancellation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Cancellation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Cancellation Agreement
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.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 4, 2023

Nutex Health Inc.

By: /s/ Jon C. Bates

Jon C. Bates

Chief Financial Officer

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EX-10.1

NUTEX HEALTH INC.

PARTIAL OPTION CANCELLATION AGREEMENT

This Stock Option Cancellation Agreement (this “Agreement”) is entered into as of December 29, 2022 (the “Cancellation Date”), by and between Warren Hosseinion (“Executive”) and Nutex Health Inc. (the “Company”), (each, a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, Clinigence Holdings, Inc (“Clinigence”), the predecessor to the Company, granted Executive an option to acquire 1,900,000 shares of Clinigence’s common stock at an exercise price of $2.75 per share (the “Option”), which was approved by Clinigence’s stockholders on March 16, 2022;

WHEREAS, the Option was assumed by the Company on April 1, 2022 under the Amended and Restated Nutex Health Inc. 2022 Equity Incentive Plan (the “2022 Plan”) as required under the Agreement and Plan of Merger by and amount Clinigence, Nutex Health Holdco LLC and others (the “Merger Agreement”);

WHEREAS, Clinigence and Executive entered into an employment agreement as of April 1, 2022 (the “Employment Agreement”), which was continued following the merger provided for under the Merger Agreement:

WHEREAS, Section 18 of the Employment Agreement provides for a tax gross-up payment to be made to Executive in the event that any amounts earned, accrued or paid to him become subject to the so-called “golden parachute” excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, subsequent to the date of the stockholders approving the Option, there has been a significant decline in the stock price of the Company such that the fair market value of a share of the Company’s common stock significantly exceeds the exercise price of the Option;

WHEREAS, a tax gross-up payment would be payable by the Company directly to the applicable federal and state tax authorities under the Employment Agreement if Executive retained the Option in full:

WHEREAS, Executive, as a senior executive and holder of stock and other securities of the Company, is willing to permanently cancel and terminate his rights to the Option solely to the extent necessary in order to avoid the Company having to make any tax gross-up payment to its detriment given that the Option has no immediate value to him due to being underwater; and

WHEREAS, no consideration has been paid or promised by the Company or its affiliates or Executive in order to induce the partial cancellation of this Option as set forth in this Agreement.

NOW, THEREFORE, the Parties hereto do hereby agree as follows as of the date set forth above:

1. Partial Cancellation of the Option. The Option is hereby unconditionally and irrevocably cancelled and terminated solely to the extent necessary in order to avoid assessment of the excise tax under Section 4999 of the Code (the “Excise Tax”). For avoidance of doubt, Executive shall remain entitled to exercise the Option to the extent that doing so does not result in the Excise Tax. It has been determined that the number of shares of the Company’s stock subject to the Option shall be reduced from 1,900,000 shares to 859,779 shares in order to avoid the Excise Tax.

2. Adjustment. As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that the number of shares that may be purchased under the Option could be less than 859,779 shares. In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that less shares should have been available to purchase under the Option, the Option shall be deemed cancelled ab initio solely with respect to any such excess shares and if such shares have been acquired due to a later exercise, such shares shall be treated for all purposes as a loan to from the Company to Executive which the Executive shall repay to Company together with interest at the applicable Federal rate provided in Section 7872(f)(2) of the Code.

3. Mutual Release of Liabilities. Effective as of the Cancellation Date, each Party, for itself and each of its respective successors and assigns, hereby fully and unconditionally releases and forever discharges the other Party, and their successors and assigns, of and from any and all actions, causes of action, suits, debts, obligations, claims, liabilities, and demands whatsoever that such Party has or may have in connection with or under the terms of the Option and Award Agreement. Each Party hereby covenants to the other Party that with respect to any claim or obligation released by this Agreement, it will not directly or indirectly encourage, solicit, or voluntarily assist or participate in any way in the filing, reporting, or prosecution by itself or any third party of a suit, arbitration, mediation, or claim (including a third-party or derivative claim) against the other Party relating to any such released claim or obligation. For the avoidance of doubt, in the event that the IRS seeks to impose any tax against Executive with respect to the Option in the future, the provisions of Section 18 of the Employment Agreement remain in full force and effect.

4. Miscellaneous. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. Executive acknowledges that he has had the opportunity to review this Agreement with independent professional counsel and that he is not relying upon the Company, the Company’s attorneys or any person on behalf of or retained by the Company for any advice or counsel with respect to this Agreement. Executive further agrees to execute any further documents reasonably requested by the Company to carry out the terms and conditions of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts of laws principles.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

EXECUTIVE

By: /s/ Warren Hosseinion

Name: Warren Hosseinion

NUTEX HEALTH INC.

By: /s/ Jon Bates

Name: Jon Bates, CFO

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XML

Cover	Dec. 29, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 29, 2022
Entity File Number	000-53862
Entity Registrant Name	NUTEX HEALTH, INC.
Entity Central Index Key	0001479681
Entity Tax Identification Number	11-3363609
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6030 S. Rice Ave
Entity Address, Address 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