Nutex Health Inc 8-K, filed Jul 5, 2024
Nutex Health Inc. (NUTX)
About this 8-K
Nutex Health Inc filed this 8-K on July 5, 2024, reporting on events of July 1, 2024.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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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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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Exhibit 3.1
AMENDMENT NO. 2
TO SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
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 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 of Nutex Health Inc. (the “First Amendment”) to effect a reverse stock split of its common stock at a reverse stock split ratio of 1-15. |
| 3. | The Second Amended and Restated Certificate of Incorporation of the Corporation, as amended by the First Amendment (as so amended, the “Certificate of Incorporation”), is hereby further amended by adding a new paragraph to Article FOURTH, which, as amended, shall in its entirety read as follows: |
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 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 1st day of July, 2024.
By: /s/ Thomas T. Vo
Chief Executive Officer and Chairman