8-K - NUTX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 1, 2024

NUTEX HEALTH INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41346	11-3363609
(State or Other Jurisdiction<br><br>of Incorporation)	(Commission File Number)	(I.R.S. Employer<br><br>Identification No.)

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:

☐ Written communication 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)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock, par value $0.001	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. ☐

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; Changein 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 9.01Financial 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<br>Chief Financial Officer

Exhibit 3.1

AMENDMENT NO. 2

TO SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

NUTEX HEALTH INC.

Nutex Health Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify that:

1.	The name of this Corporation is Nutex Health Inc. and this Corporation was originally incorporated pursuant<br>to the General Corporation Law of the State of Delaware on April 13, 2000 under the name “Big Vault.com, Inc.”
2.	On April 9, 2024, the Corporation filed an Amendment to Second Amended and Restated Certificate of Incorporation<br>of Nutex Health Inc. (the “First Amendment”) to effect a reverse stock split of its common stock at a reverse stock split<br>ratio of 1-15.
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3.	The Second Amended and Restated Certificate of Incorporation of the Corporation, as amended by the First<br>Amendment (as so amended, the “Certificate of Incorporation”), is hereby further amended by adding a new paragraph to Article<br>FOURTH, which, as amended, shall in its entirety read as follows:
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FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 950,000,000 shares of Common Stock, $.001 par value per share.

Effective as of 11:59 p.m. Eastern time on April 9, 2024, every 15 (the “Reverse Split Factor”) outstanding shares of Common Stock shall without further action by the Corporation or the holder thereof be combined into and automatically become one share of Common Stock (the “Reverse Stock Split”); provided, however, no fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split, and instead, the Corporation shall issue one full share of post-Reverse Stock Split Common Stock to any stockholder who would have been entitled to receive a fractional share of Common Stock as a result of the Reverse Stock Split.

*Additional Reverse Stock Split.*In addition to having effected the initial Reverse Stock Split on April 9, 2024 at a reverse stock split ratio of 1-15, and effective as of 11:59 p.m. Eastern time on July 2, 2024, every 10 shares of Common Stock outstanding after the April 9, 2024 Reverse Stock Split shall without further action by the Corporation or the holder thereof be combined into and automatically become one share of Common Stock (the “Additional Reverse Stock Split”); provided, however, no fractional shares of Common Stock shall be issued in connection with the Additional Reverse Stock Split, and instead, the Corporation shall issue one full share of post-Additional Reverse Stock Split Common Stock to any stockholder who would have been entitled to receive a fractional share of Common Stock as a result of the Additional Reverse Stock Split.

4.	This Amendment No. 2 to the Certificate of Incorporation has been duly adopted in accordance with the<br>provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.

IN WITNESS WHEREOF, this Amendment to Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on the 1^st^ day of July, 2024.

By: /s/ Thomas T. Vo

Chief Executive Officer and Chairman