10-Q/A - NUTX - Equibles

UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

Form 10-Q/A

(Mark One)

☒ QUARTERLYREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe Quarterly period ended June 30, 2020

☐ TRANSITIONREPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

Forthe transition period from to

Commissionfile number 000-53862

ClinigenceHoldings, Inc.

(Exactname of small business issuer as specified in its charter)

Delaware	11-3363609
(State or other jurisdiction of <br><br> incorporation or organization)	(I.R.S. Employer<br><br> Identification No.)

5011st Avenue North, Suite 901

St.Petersburg, FL 33701

(Addressof Principal Executive Offices) (Zip Code)

(678)607-6393

(Issuer’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large<br> accelerated filer ☐	Accelerated<br> filer ☐	Non-accelerated<br> filer ☐	Smaller<br> reporting company ☒
		(Do not check if a smaller reporting company)

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br> <br>Symbol(s)	Name of each exchange<br><br> <br>on which registered
Common Stock, $0.001 par value	CLNH

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The Registrant had 5,274,186 (not including 20 thousand shares held in treasury) shares of the Registrant’s $0.001 par value common stock outstanding.

| 1 |

| --- |

EXPLANATORYNOTE

----------------------------------------------------------------------------------------------------------

The purpose of this amendment on Form 10-Q to Clinigence Holdings, Inc.’s Quarterly Report for the period ended June 30, 2020, filed with the Securities and Exchange Commission on August 19, 2020, is solely to furnish Exhibit 101 to the Form 10Q in accordance with Rule 405 of Regulation S-T and to furnish a corrected Exhibit 31.1. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, and does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosure made in the original Form 10-Q.

| 2 |

| --- | | Exhibit Number | Description of Exhibit | | --- | --- | | 101.INS | XBRL Instance Document | | 101.SCH | XBRL Taxonomy Extension Schema Document | | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | XBRL Taxonomy Definition Linkbase Document | | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | | 31.1 | Certification |

| 3 |

| --- |

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 20, 2020.

Clinigence<br> Holdings, Inc.
/s/<br> Lawrence Schimmel
Lawrence<br> Schimmel
Acting<br> Chief Executive Officer
/s/<br> Elisa Luqman
Elisa<br> Luqman
Chief<br> Financial Officer

| 4 |

| --- |

Exhibit 31.1

I, Lawrence Schimmel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Clinigence Holdings, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/<br> Lawrence Schimmel
August<br> 19, 2020	Lawrence<br> Schimmel
	Acting<br> Chief Executive Officer