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

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March16, 2022

ClinigenceHoldings, Inc.

(Exactname of registrant as specified in its charter)

Delaware	000-53862	11-3363609
(State<br> or other jurisdiction of incorporation)	(Commission<br> File Number)	(IRS<br> Employer Identification No.)
2455 East Sunrise Blvd., Suite 1204 Fort Lauderdale, FL	33304
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(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’stelephone number, including area code:(954) 449-4703

(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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 Symbol(s)	Nameof each exchange on which registered
Common Stock, $0.001 par value	CLNH	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07 Submission of Matters to a Vote of Security Holders.

On March 16, 2022, Clinigence Holdings, Inc. (the “Company”) held a special meeting of stockholders in lieu of its annual meeting (the “Special Meeting”) to consider eight proposals related to the Company’s contemplated merger (the “Merger”) with Nutex Health Holdco LLC (“Nutex”) pursuant to the Agreement and Plan of Merger dated as of November 23, 2021 (the “Merger Agreement”) among the Company, Nutex, Nutex Acquisition LLC, Micro Hospital Holding LLC, Nutex Health LLC, and Tom Vo, as the Nutex Representative. Each of the Company’s proposals was approved by the requisite vote of the Company’s stockholders as described below.

At the close of business on January 27, 2022, the record date for the Special Meeting, there were 47,200,627 shares of common stock of the Company outstanding. The holders of a total of 36,424,794 shares of the Company’s common stock were represented at the Special Meeting in person or by proxy, representing approximately 77% of the Company’s shares of common stock entitled to vote at the Special Meeting, which total constituted a quorum for the Special Meeting in accordance with the Company’s bylaws.

The proposal to approve the Merger and the other transactions contemplated by the Merger Agreement , including the issuance of shares of common stock of the Company to Nutex members as consideration in the Merger (Proposal No. 1), the proposal to approve the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to change the Company’s name, to increase the number of authorized shares of Common Stock of the Company and to remove authorized shares of preferred stock (Proposal No.2), the proposal to approve the Amended and Restated Bylaws (“Bylaws”) of the Company to change the Company’s name, change the voting threshold required to amend the Bylaws, and provide that the Court of Chancery in Delaware or state or federal courts located within Delaware be the exclusive forum over certain actions and claims (Proposal No. 3), the proposal to approve the Amended and Restated Nutex 2022 Equity Incentive Plan (Proposal No. 4), the proposal to elect seven directors to the Company’s board of directors (Proposal No. 5), the proposal to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers pursuant to the golden parachute proposal (the “Golden Parachute Proposal”) (Proposal No. 6), the proposal to approve the auditor ratification (the “Auditor Ratification Proposal”) (Proposal No. 7) and the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary (Proposal No. 8) each exceeded the requisite percentages for approval of such proposal. The stockholder approvals are subject to the completion of the Merger.

The final voting results for each of these proposals is set forth below. Brokers did not have discretionary authority to vote for any of the proposals for the shares of the Company’s common stock held in street name, and as a result, no broker non-votes were received for any proposals. For more information on these proposals, please refer to the Company’s joint proxy statement/prospectus for the Special Meeting, filed with the Securities and Exchange Commission on February 14, 2022.

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Proposal1. To approve the Merger pursuant to the terms and conditions of the Merger Agreement and the transactions contemplated thereunder:

36,390,577<br> For	34,211<br> Against	6<br> Abstain	0<br> Broker Non-Votes

Proposal2. Approve the Charter [to change the Company’s name and increase the number of shares of Common Stock the Company is authorizedto issue and remove authorized shares of preferred stock:

36,390,583<br> For	34,211<br> Against	0<br> Abstain	0<br> Broker Non-Votes

Proposal3. Approve the Bylaws to change the Company’s name, change the voting threshold to amend the Bylaws, and provide that Delawarecourts be the exclusive form for certain actions and claims:

36,216,112<br> For	208,682<br> Against	0<br> Abstain	0<br> Broker Non-Votes

Proposal4. Approve the Amended and Restated Nutex 2022 Equity Incentive Plan:

36,284,370<br> For	136,289<br> Against	4,135<br> Abstain	0<br> Broker Non-Votes

Proposal5. To elect seven directors to serve as members of the Company’s board:

Name	For	Withheld
Warren<br> Hosseinion, M.D.	36,387,570	37,224
Thomas<br> T. Vo, M.D.	35,852,302	572,492
Matthew<br> S. Young, M.D.	35,678,004	746,790
John<br> Waters	34,852,302	1,572,492
Cheryl<br> Grenas, R.N., M.S.N.	35,852,302	572,492
Michael<br> L. Reed	34,795,159	1,629,635
Mitchell<br> Creem	34,852,302	1,572,492

Proposal6. To consider and vote on a proposal to approve, in a non-binding advisory vote, certain compensation arrangements for the Company’snamed executive officers pursuant to the Golden Parachute Proposal:

33,424,114<br> For	1,312,725<br> Against	1,687,955<br> Abstain	0<br> Broker Non-Votes

Proposal7. Approve the Auditor Ratification Proposal:

35,852,302<br> For	34,210<br> Against	538,282<br> Abstain	0<br> Broker Non-Votes

Proposal8. To adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of ProposalNos. 1, 2, 3, 4, 5, 6, or 7:

35,603,503<br> For	208,498<br> Against	612,793<br> Abstain	0<br> Broker Non-Votes

Item7.01. Regulation FD Disclosure.

On March 16, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of that press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section and is not to be incorporated by reference into any filings of the Company.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated March 16, 2022

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SIGNATURES

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.

	CLINIGENCE HOLDINGS, INC.
Dated:<br> March 16, 2022	By:	/s/<br> Warren Hosseinion
	Name:	Warren<br>Hosseinion
	Title:	Chief Executive Officer

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CLINIGENCEHOLDINGS ANNOUNCES RESULTS OF 2022 SPECIAL MEETING OF STOCKHOLDERS

FT.LAUDERDALE, FL − (PRNewswire) – MARCH 16, 2022 – Clinigence Holdings, Inc. (“Clinigence” or the “Company”) (OTC:CLNH), a leading technology-enabled, risk-bearing population health management company, today announced results of votes taken at its Special Meeting of Stockholders held today . At the Special Meeting, the stockholders approved eight proposals related to the Company’s contemplated merger (the “Merger”) with Nutex Health Holdco, LLC (“Nutex”) pursuant to the Agreement and Plan of Merger dated as of November 23, 2021 (the “Merger Agreement”) among the Company, Nutex, Nutex Acquisition LLC, Micro Hospital Holding LLC, Nutex Health LLC and Tom Vo, as the Nutex Representative.

At the Special Meeting, each of the proposals submitted for stockholder approval were voted on by over 77% of the issued and outstanding shares of the Company’s capital stock, and over 90% of the votes cast by the holders of shares of the Company’s capital stock approved all eight proposals. In particular, the Merger and the other transactions contemplated by the Merger Agreement were approved by over 99 % of the votes cast by the holders of shares of the Company’s capital stock.

Completion of the Merger remains subject to certain closing conditions, including (i) Hart-Scott-Rodino antitrust regulatory clearance the waiting period of which will expire on March 31, 2022, and (ii) NASDAQ clearance with respect to the uplisting of the post-acquisition company’s common stock on Nasdaq. Assuming satisfaction of these and other closing conditions, the Company intends to close the Merger with Nutex Health on or around April 1, 2022.

“We are pleased by the results of our Special Meeting of Stockholders, and would like to thank all of our stockholders,” stated Warren Hosseinion, M.D., Chairman, Chief Executive Officer and Co-Founder of Clinigence Holdings. “We are very excited about our anticipated merger with Nutex Health and listing on NASDAQ.”

AboutClinigence Holdings, Inc.

Clinigence Holdings is a leading technology-enabled, risk-bearing population health management company providing an advanced, cloud-based platform that enables healthcare organizations to provide value-based care and population health management. The Clinigence platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of each patient and provider and insights into patient populations. The Company also owns and operates a provider network of 141 primary care physicians and over 600 specialists in Los Angeles, California with 22,000 patients and has an investment in an accountable healthcare organization in South Florida with 15,600 Medicare patients through a network of 65 providers. For more information, please visit www.clinigencehealth.com. Information on our website does not comprise a part of this press release.

SafeHarbor:

Certain statements and information included in this press release constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. When used in this press release, the words or phrases "will likely result," "expected to," "will continue," "anticipated," "estimate," "projected," "intend," “goal,” or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, many of which are beyond the control of the Company. Such uncertainties and risks include the expected timing and likelihood of completion of the pending merger, the occurrence of any event, change or circumstance that could give rise to termination of the merger agreement, the risk that the parties to the merger agreement may not be able to satisfy the conditions to closing of the proposed merger transaction in a timely manner or at all, risks related to divergence of management time and attention from ongoing operations due to the pending merger transaction, the ability to realize the anticipated benefits of the pending merger transaction, significant transaction costs and unknown liabilities and litigation and regulatory risks related to the pending merger transaction. In addition, forward-looking statements are subject to additional uncertainties and risks facing the Company, including, but not limited to, economic conditions, dependence on management, dilution to stockholders, lack of capital, changes in laws or regulations, the effects of rapid growth upon the Company and the ability of management to effectively respond to the growth, demand for products and services of the Company, newly developing technologies, its ability to compete, conflicts of interest in related party transactions, regulatory matters, protection of technology, lack of industry standards, the effects of competition, the inability of the Company to obtain or maintain the listing of the post-merger combined company’s common stock on Nasdaq at the time of or following the Merger and the ability of the Company to obtain additional financing. Such factors could materially adversely affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed within this press release.

FORADDITIONAL INFORMATION:

ClinigenceHoldings, Inc.

Mike Bowen

Chief Financial Officer