Nutex Health Inc 8-K, filed May 24, 2021
Nutex Health Inc. (NUTX)
About this 8-K
Nutex Health Inc filed this 8-K on May 24, 2021, reporting on events of May 21, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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) May 21, 2021.
Clinigence Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-53862 | 11-3363609 |
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
501 1st Avenue N, Suite 901 St. Petersburg, Florida |
33701 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (678) 607-6393
(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) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement 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) |
Name of each exchange on which registered |
| Common Stock, $0.001 par value | CLNH | OTCMKTS |
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 1.01 Entry into a Material Definitive Agreement.
Effective May 14, 2021, Clinigence Holdings, Inc. (the “Company” or “Clinigence”), entered into a binding Letter of Intent (“LOI”) with Procare Health Inc. (“Procare”), a healthcare management services organization.
Pursuant to the LOI, Clinigence, subject to various conditions, shall issue approximately 759,036 newly issued shares of common stock (the “Purchase Price”) to the equity holders of Procare in exchange for 100% of the outstanding equity securities of Procare (the “Acquisition”). Procare will operate as a wholly owned subsidiary of Clinigence. .
In connection with the Acquisition, Mrs. Anh Nguyen will continue as President of Procare pursuant to a five-year employment agreement to be executed at closing of the Acquisition, which terms shall include an annual salary of $200,000. Additionally, Mrs. Nguyen will be entitled to(i) an annual cash payment of the percentage of the Procare net income above an increasing baseline amount (“Profit Share”). and(ii) additional shares of Clinigence common stock for new Procare business based upon 4 times Procare’s net income at year ended (the “New Business”). Any New Business shares issued will be calculated less the value of any Profit Share Mrs. Nguyen may have received for the New Business. Upon execution of the LOI, Mrs. Nguyen received a $50,000 signing bonus, which shall be held in Escrow until closing of the Acquisition.
All current Procare employees will continue to be Porcare employees for a minimum of five years from the date of the closing of the Acquisition.
The transactions are subject to various conditions to closing, including the requisite corporate approval of the Company and the preparation of definitive documentation. There can be no assurance that the transactions contemplated by the LOI will be consummated. The LOI and this Current Report on Form 8-K do not constitute an offer to buy, or solicitation of an offer to sell, any securities of the Company and no offer or sale of such securities will be made in any jurisdiction where it would be unlawful to do so.
Item 7.01 Regulation FD Disclosure.
On May 21, 2021, the Company issued a press release announcing the LOI, as described in Item 1.01 of this Current Report on Form 8-K, a copy of which is attached hereto 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Reference is made to the Exhibit Index following the signature page of this Current Report on Form 8-K, which is incorporated herein by reference.
Forward-Looking Statements
This report regarding the Company’s business and operations includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1996. Such statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as “may,” “expect,” “anticipate,” “intend” or “estimate” or the negative thereof or other variations thereof or comparable terminology. The reader is cautioned that all forward-looking statements are speculative, and there are certain risks and uncertainties that could cause actual events or results to differ from those referred to in such forward-looking statements. This disclosure highlights some of the important risks regarding the Company’s business, including but not limited to, economic conditions, dependence on management, dilution to shareholders, 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 and the effects of competition. There may be additional risks associated with the integration of businesses following an acquisition, concentration of revenue from one source, competitors with broader product lines and greater resources, emergence into new markets, the termination of any of the Company’s significant contracts or partnerships, the Company’s ability to comply with senior debt agreements, the Company’s inability to maintain working capital requirements to fund future operations, or the Company’s ability to attract and retain highly qualified management, technical and sales personnel, and the other factors identified by us from time to time in the Company’s filings with the SEC. However, the risks included should not be assumed to be the only things that could affect future performance. We may also be subject to disruptions, delays in collections, or facilities closures caused by potential or actual acts of terrorism or government security concerns.
All forward-looking statements included in this document are made as of the date hereof, based on information available to us as of the date thereof, and we assume no obligation to update any forward-looking statements.
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SIGNATURES
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: May 21, 2021
Clinigence Holdings, Inc.
By: /s/ Michael Bowen
Michael Bowen
Chief Financial Officer
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EXHIBIT INDEX
| Exhibit Number | Description | ||
| 99.1 | Clinigence Press Release dated May 21, 2021 announcing the signing of the Letter of Intent | ||
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CLINIGENCE HOLDINGS announces the SIGNING OF A BINDING LETTER OF INTENT
TO ACQUIRE PROCARE HEALTH
FT. LAUDERDALE, FL − (PRNewswire) – May 21, 2021 – Clinigence Holdings, Inc. (“Clinigence” or the “Company”) (OTC: CLNH), one of the nation’s leading technology-enabled, risk-bearing population health management companies, today announced that it has signed a binding letter of intent (“LOI”) to acquire ProCare Health, Inc. (“ProCare”).
Based in Garden Grove, California and founded in 2011, ProCare is a leading management services organization (“MSO”) that currently provides services for four independent physician associations (“IPAs”) in Southern and Northern California. MSOs are business organizations that provide the necessary administrative infrastructure and technology for risk-bearing IPAs to function successfully in their relationships with contracted payors and regulatory agencies. MSOs enable physician organizations to succeed in the assumption of financial and population risk, to improve the organization’s performance in care delivery and to provide actionable data analytics. ProCare provides claims administration, compliance, credentialing, quality management, utilization management, contracting, provider relations, member services, care management, coding optimization and financial reporting services, among other services.
Under the terms of the LOI, Clinigence will issue 759,000 newly-issued shares of common stock to the equity holders of ProCare at closing in exchange for 100% of the outstanding equity securities of ProCare. Additionally, an earnout structure has been put in place to reward ProCare with any new MSO contracts in the future. The transaction is expected to close within the next 4-6 weeks.
“We are excited to announce the proposed acquisition of ProCare Health,” stated Warren Hosseinion, M.D., Chairman and Chief Executive Officer. “By bringing our distinctive MSO, clinical management and technology solutions together, we expect to improve the health of our patients, improve utilization metrics and optimize financial outcomes.”
About Clinigence Holdings, Inc.
Clinigence Holdings is a leading technology-enabled, risk-bearing population health management company. The Company includes 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 virtually unlimited 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 (“ACO”) 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.
Safe Harbor:
Certain statements and information included in this press release constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation 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, including but not limited to, economic conditions, dependence on management, dilution to shareholders, 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-acquisition company’s ordinary shares on Nasdaq 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.
FOR ADDITIONAL INFORMATION:
Clinigence Holdings, Inc.
Mike Bowen
Chief Financial Officer
Via email at mike.bowen@ahahealthcare.net