Nutex Health (NUTX)

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Nutex Health (NUTX) - 2020 Q1 - Quarterly Report
2020-06-29 16:10
[Part I — Financial Information](index=3&type=section&id=Part%20I%20%E2%80%94%20Financial%20Information) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company reported increased sales but a wider net loss, decreased assets, and a working capital deficit, with subsequent asset sales and SBA loans [Condensed Consolidated Balance Sheets (Unaudited)](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Summary | Balance Sheet Item | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $245,700 | $1,243,352 | | **Total Assets** | $5,641,618 | $6,692,504 | | **Total Current Liabilities** | $3,848,084 | $4,610,453 | | **Total Liabilities** | $4,058,307 | $4,834,071 | | **Total Stockholders' Equity** | $1,583,311 | $1,858,433 | - Cash decreased significantly from **$1,065,434** at the end of 2019 to **$167,739** as of March 31, 2020[9](index=9&type=chunk) - The company had a working capital deficit (Total Current Assets - Total Current Liabilities) of **$3,602,384** as of March 31, 2020[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations (Unaudited)](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Statement of Operations Summary (Three Months Ended March 31) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Sales | $465,630 | $212,135 | | Gross Profit | $266,502 | $43,682 | | Loss from Operations | ($939,915) | ($925,911) | | Net Loss | ($1,122,730) | ($968,161) | | Net Loss Per Share | ($0.24) | ($0.38) | - Sales more than doubled year-over-year, increasing by **119.5%**[11](index=11&type=chunk) - Operating expenses increased to **$1.21 million** from **$0.97 million** year-over-year, driven by higher sales & marketing and general & administrative costs, including a new amortization expense of **$134,306**[11](index=11&type=chunk) - The company reported income from discontinued operations of **$39,752** in Q1 2020, related to the sale of a subsidiary[11](index=11&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) - Total stockholders' equity decreased from **$1,858,433** at December 31, 2019, to **$1,583,311** at March 31, 2020[12](index=12&type=chunk) - The decrease in equity was primarily driven by a net loss of **$1,122,730**, partially offset by **$848,778** from options issued for services[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary (Three Months Ended March 31) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($872,992) | ($864,814) | | Net Cash (Used in) Investing Activities | ($2,656) | ($41,743) | | Net Cash Provided by (Used in) Financing Activities | ($22,047) | $2,227,172 | | **Net Increase (Decrease) in Cash** | **($897,695)** | **$1,320,615** | - The significant difference in financing activities between Q1 2020 and Q1 2019 was due to proceeds from the sale of common stock of **$2.75 million** in 2019, which did not recur in 2020[15](index=15&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Unaudited%20Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) The notes detail significant corporate events and accounting policies. Key events include a reverse merger in October 2019 and the acquisition of QualMetrix in March 2019. The company sold its HealthDatix subsidiary effective March 1, 2020, which is now reported as a discontinued operation. There is substantial doubt about the company's ability to continue as a going concern due to significant accumulated and working capital deficits. Subsequent to the quarter's end, the company sold certain intellectual property assets and received COVID-19 relief loans from the SBA - The company completed a reverse merger with iGambit, Inc. on October 29, 2019, with Clinigence being the accounting acquirer[19](index=19&type=chunk)[23](index=23&type=chunk) - On March 1, 2019, the company acquired Qualmetrix, Inc. (QMX) to expand its SAAS-based offerings, resulting in the recognition of **$3.47 million** in goodwill and **$1.65 million** in identifiable intangible assets[26](index=26&type=chunk)[27](index=27&type=chunk) - The company sold its subsidiary HealthDatix, Inc. effective March 1, 2020. The results of this subsidiary are presented as discontinued operations, which included a gain on disposal of **$142,027** for the quarter[28](index=28&type=chunk)[30](index=30&type=chunk) - The financial statements have been prepared on a going concern basis, but the company's accumulated deficit of **$13.7 million** and working capital deficit of **$3.6 million** raise substantial doubt about its ability to continue as a going concern[61](index=61&type=chunk) - Subsequent to quarter-end, the company received SBA loans totaling **$483,125** under the EIDL and PPP programs and entered into an agreement to sell certain intellectual property assets for an initial stated value of **$15 million** in Series E Preferred Stock, less assumed liabilities[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk)[112](index=112&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A highlights revenue growth from acquisition, wider net loss due to expenses, and liquidity challenges addressed by subsequent financing - Revenue for Q1 2020 was **$465,630**, up from **$212,135** in Q1 2019. The increase is attributed to the acquisition of Qualmetrix in March 2019[128](index=128&type=chunk) - Net loss increased to **$1.12 million** in Q1 2020 from **$0.97 million** in Q1 2019. The loss from continuing operations was **$1.16 million**, partially offset by **$39,752** income from discontinued operations[128](index=128&type=chunk) - General and Administrative expenses rose to **$836,052** from **$721,482**, primarily due to a significant increase in stock-based compensation expense (**$502,826** in Q1 2020)[130](index=130&type=chunk) - The company had a working capital deficiency of **$3.6 million** as of March 31, 2020, and has operated at a net loss since inception, indicating a need to raise additional capital[138](index=138&type=chunk) - Subsequent to the quarter, the company sold its HealthDatix subsidiary and entered into an Intellectual Property Asset Purchase Agreement with AHA Analytics, Inc[116](index=116&type=chunk)[117](index=117&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for the company as a smaller reporting company - The company is a smaller reporting company and is not required to provide the information requested under this item[145](index=145&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of March 31, 2020, with no material changes to internal control - The CEO and CFO concluded that as of March 31, 2020, the company's disclosure controls and procedures were effective at a reasonable assurance level[148](index=148&type=chunk) - No changes occurred in the company's internal control over financial reporting during the first quarter of 2020 that have materially affected, or are reasonably likely to materially affect, internal controls[149](index=149&type=chunk) [Part II — Other Information](index=32&type=section&id=Part%20II%20%E2%80%94%20Other%20Information) [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material litigation as of March 31, 2020 - As of the period ended March 31, 2020, the Company is not a party to any litigation that is considered material to its ongoing operations[154](index=154&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant financial, business, regulatory, data security, competition, and external event risks, including going concern doubt - **Financial Risk:** The company has a working capital deficiency and a history of net losses, requiring it to raise additional capital to continue operations. The notes to the financial statements express substantial doubt about its ability to continue as a going concern[156](index=156&type=chunk)[246](index=246&type=chunk) - **Business Risk:** The company has a limited operating history, an unproven business model, and relies on a limited number of customers for a substantial portion of revenue. The Population Health Management (PHM) market is new and may not grow as expected[157](index=157&type=chunk)[158](index=158&type=chunk)[160](index=160&type=chunk)[189](index=189&type=chunk) - **Regulatory Risk:** The healthcare industry is heavily regulated (e.g., Stark Law, Anti-Kickback Act, HIPAA). Failure to comply can result in significant civil and criminal penalties and exclusion from Medicare/Medicaid programs[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) - **Data Security & Privacy Risk:** The company's use of personally identifiable and protected health information (PHI) is subject to numerous federal and state laws. A security breach could result in significant liability, reputational harm, and litigation[173](index=173&type=chunk)[174](index=174&type=chunk)[182](index=182&type=chunk) - **Competition & Technology Risk:** The market is intensely competitive with many rivals having greater resources. The company must keep pace with rapid technological changes, and failure to do so could make its solutions less competitive[230](index=230&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk) - **External Events Risk:** The COVID-19 pandemic has impacted operations by limiting access to facilities and customers, and similar unforeseen events could disrupt business in the future[227](index=227&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities were reported during the period - None reported for the period[247](index=247&type=chunk) [Defaults upon Senior Securities](index=51&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - None reported for the period[247](index=247&type=chunk)[248](index=248&type=chunk) [Other Information](index=51&type=section&id=Item%205.%20Other%20Information) No other information is reported for the period - None reported for the period[249](index=249&type=chunk)[250](index=250&type=chunk) [Exhibits](index=52&type=section&id=Item%206.%20Exhibits) The exhibits include CEO and CFO certifications required under Sarbanes-Oxley Act Sections 302 and 906 List of Exhibits | Exhibit No. | Description | | :--- | :--- | | 31.1 | Certification of the CEO (Sarbanes-Oxley Act Section 302) | | 31.2 | Certification of the CFO (Sarbanes-Oxley Act Section 302) | | 32.1 | Certification of the CEO (Sarbanes-Oxley Act Section 906) | | 32.2 | Certification of the Interim CFO (Sarbanes-Oxley Act Section 906) |
Nutex Health (NUTX) - 2019 Q4 - Annual Report
2020-05-14 21:15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-53862 CLINIGENCE HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 11-3363609 (I.R.S. ...
Nutex Health (NUTX) - 2019 Q3 - Quarterly Report
2019-11-19 16:48
Part I [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited financial statements for the nine months ended September 30, 2019, report a **net loss of $1.5 million**, a decrease in total assets, and a going concern warning due to an accumulated deficit and reliance on future financing [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Summary (Unaudited) | Balance Sheet Items | Sep 30, 2019 ($) | Dec 31, 2018 ($) | | :--- | :--- | :--- | | **Total Assets** | **$2,104,777** | **$2,618,466** | | Total Current Assets | $52,988 | $42,313 | | Intangible assets, net | $2,050,113 | $2,572,015 | | **Total Liabilities** | **$1,464,845** | **$1,385,447** | | Total Current Liabilities | $1,464,845 | $1,385,447 | | Convertible notes payable, net | $72,546 | $377,611 | | Derivative liability | $0 | $288,242 | | **Total Stockholders' Equity** | **$639,932** | **$1,233,019** | | Accumulated Deficit | $(13,966,325) | $(12,462,814) | - The decrease in total assets was primarily driven by the amortization of intangible assets, while the reduction in stockholders' equity reflects the net loss incurred during the period[11](index=11&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Consolidated Statements of Operations Summary (Unaudited) | Metric | Three Months Ended Sep 30, 2019 ($) | Three Months Ended Sep 30, 2018 ($) | Nine Months Ended Sep 30, 2019 ($) | Nine Months Ended Sep 30, 2018 ($) | | :--- | :--- | :--- | :--- | :--- | | Sales | $7,550 | $22,582 | $19,175 | $30,500 | | Gross Profit (Loss) | $(2,492) | $14,748 | $(7,161) | $6,842 | | Loss from Operations | $(363,754) | $(367,012) | $(1,105,575) | $(1,267,990) | | **Net Loss** | **$(373,749)** | **$(608,519)** | **$(1,503,511)** | **$(1,944,799)** | | Net Loss per Share | $(0.48) | $(2.09) | $(2.13) | $(7.39) | - Sales decreased year-over-year for both the three and nine-month periods, however, the net loss narrowed in both periods, primarily due to lower operating expenses and favorable changes in other income/expenses, including the change in fair value of derivative liability[13](index=13&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statements of Cash Flows Summary (Unaudited) | Cash Flow Activity (Nine Months Ended Sep 30) | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(332,349) | $(712,767) | | Net Cash Provided by Financing Activities | $342,009 | $706,500 | | Net Increase (Decrease) in Cash | $9,660 | $(6,267) | | **Cash - End of Period** | **$10,029** | **$3,182** | - For the nine months ended September 30, 2019, cash used in operations was significantly reduced compared to the prior year, and the company was dependent on financing activities, primarily proceeds from notes payable ($443,093), to fund its operations and debt repayments[17](index=17&type=chunk) [Notes to Consolidated Financial Statements](index=8&type=section&id=Unaudited%20Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) - **Going Concern:** The company has an accumulated deficit of **$13,966,325** and a working capital deficit of **$1,411,857** as of September 30, 2019, which raises substantial doubt about its ability to continue as a going concern, with its continuation dependent on obtaining necessary financing[47](index=47&type=chunk) - **Subsequent Event - Reverse Merger:** On October 29, 2019, the company (formerly iGambit Inc.) consummated a reverse merger with Clinigence Holdings, Inc., resulting in Clinigence becoming a wholly-owned subsidiary and former Clinigence stockholders acquiring **85%** of the combined company's equity[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) - **Subsequent Event - Corporate Actions:** In connection with the merger, the company effected a **1-for-500 reverse stock split** of its common stock and changed its name to Clinigence Holdings, Inc[98](index=98&type=chunk)[83](index=83&type=chunk) - **Customer Concentration:** For the nine months ended September 30, 2019, two customers accounted for approximately **15%** and **14%** of total sales, and one customer accounted for **100%** of accounts receivable[88](index=88&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the transformative reverse merger with Clinigence, shifting focus to medical technology, while highlighting declining revenues, reduced net loss, and critical liquidity challenges - The company's primary focus is the expansion of its subsidiaries, HealthDatix Inc., which provides a SaaS solution for Medicare's Annual Wellness Visits and Chronic Care Management, and the newly acquired Clinigence Health Inc., a healthcare IT company with a cloud-based platform for value-based care[107](index=107&type=chunk)[108](index=108&type=chunk)[113](index=113&type=chunk) Year-over-Year Comparison of Results | Period | Revenue (2019 vs 2018) ($) | Net Loss (2019 vs 2018) ($) | | :--- | :--- | :--- | | **Three Months Ended Sep 30** | $7,550 vs $22,582 | $(373,749) vs $(608,519) | | **Nine Months Ended Sep 30** | $19,175 vs $30,500 | $(1,503,511) vs $(1,944,799) | - General and Administrative (G&A) expenses decreased to **$576,512** for the nine months ended Sep 30, 2019, from **$752,930** in the prior-year period, primarily due to reductions in employee benefits, marketing, filing fees, and consulting expenses[122](index=122&type=chunk) - The company's liquidity is critical, with only **$10,029** in cash at September 30, 2019, and management states that its ability to continue as a going concern depends on obtaining necessary equity financing and generating revenues from its subsidiaries[125](index=125&type=chunk)[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - Not Required[133](index=133&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2019, with no material changes to internal control over financial reporting - Based on an evaluation as of September 30, 2019, the CEO and CFO concluded that the company's disclosure controls and procedures are effective to provide reasonable assurance that required information is recorded, processed, summarized, and reported in a timely manner[135](index=135&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended September 30, 2019, that have materially affected, or are reasonably likely to materially affect, internal controls[136](index=136&type=chunk) Part II [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) As of September 30, 2019, the company is not a party to any material litigation - The Company is not a party to any litigation that is material to ongoing operations as of the period ended September 30, 2019[140](index=140&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide a detailed discussion of risk factors - Not required[141](index=141&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report during the period - None[141](index=141&type=chunk) [Defaults upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) There were no defaults upon senior securities to report during the period - None[142](index=142&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) No other material information is required to be reported for the period - None[144](index=144&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) The report includes CEO and CFO certifications as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 - Exhibits filed with this report include CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[145](index=145&type=chunk)
Nutex Health (NUTX) - 2019 Q2 - Quarterly Report
2019-08-19 22:02
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2019 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-53862 iGambit Inc. (Exact name of small business issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 11-336 ...
Nutex Health (NUTX) - 2019 Q1 - Quarterly Report
2019-05-20 18:35
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-53862 iGambit Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) (Exact name of small business issuer as specified in its charter) Delaware 11-3363609 (State or other jurisdiction of incorporation or organiza ...
Nutex Health (NUTX) - 2018 Q4 - Annual Report
2019-04-16 20:46
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-53862 IGAMBIT INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 1050 W. Jericho Turnpike, Suite A Smitht ...