Accessibility StatementSkip Navigation "We are continuing to add to a record year with 225% revenue growth, Adjusted EBITDA attributable to Nutex Health of $243.0 million, a 629% increase in gross profit and a record high cash balance of $166.0 million. Our financial performance highlights the strength of the business model with our strong balance sheet positioning us well for our planned growth strategy," stated Jon Bates, Chief Financial Officer of Nutex Health. "We are very pleased to deliver another s ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41346 NUTEX HEALTH INC. (Exact name of registrant as specified in its charter) | Delaware | 11-3363609 | ...

Core Insights - Nutex Health Inc. reported strong financial performance in the first half of 2025, with revenues of approximately $244 million, exceeding expectations and reflecting a broader financial upturn [2][6] - The company achieved a net income of $3.5 million, a significant turnaround from a net loss of $0.7 million in the same period of 2024, indicating improved profitability [3][6] - Adjusted EBITDA reached $144.4 million, representing a dramatic increase of 2144.2% from $6.4 million in 2024, underscoring operational efficiency [4][6] Financial Performance - Total revenue for the first half of 2025 was $455.8 million, marking a 217.5% increase year-over-year from 2024 [2][6] - The diluted income per share rose to $0.55, contrasting with a loss per share of $0.15 the previous year, indicating enhanced shareholder value [3] - EBITDA for the first half of 2025 was $51.1 million, up from $15.6 million in 2024, representing a 227.4% increase [4] Valuation Metrics - The company has a P/E ratio of approximately 10.43 and a price-to-sales ratio of about 0.70, indicating attractive valuation compared to earnings and sales [5] - The enterprise value to sales ratio is roughly 0.97, and the enterprise value to operating cash flow ratio is approximately 5.84, reflecting efficient cash flow management [5] - Nutex Health's debt-to-equity ratio stands at approximately 0.94, with a current ratio of around 2.43, demonstrating a balanced approach to debt and strong liquidity [5]

Core Insights - Several small-cap biotech and pharma companies experienced notable gains in after-hours trading, with Nutex Health being the most significant mover following its quarterly results [1] Company Summaries - **Nutex Health Inc. (NUTX)**: The company saw its stock surge by 20.97% to $120.00 after reporting a third-quarter net loss of $17.7 million, compared to a net loss of $0.4 million in the same period last year. However, total revenue increased significantly by 220.7% year-over-year to $244.0 million from $76.1 million [2] - **Bullfrog AI Holdings, Inc. (BFRG)**: The stock rose by 5.87% to $0.9798 in after-hours trading, likely due to investor positioning ahead of an upcoming technical presentation at the AI Drug Discovery & Development Summit 2025 [3] - **Clearside Biomedical, Inc. (CLSD)**: The company’s stock increased by 6.51% to $3.27 after reporting a narrower third-quarter net loss of $5.97 million compared to $7.69 million last year, although revenue fell sharply to $201 thousand from $1.04 million [4] - **Aytu BioPharma, Inc. (AYTU)**: The stock climbed 8.91% to $2.20, following a prior close of $2.02. The company reported a first-quarter net income of $2.0 million versus $1.5 million a year ago, with revenue of $13.9 million compared to $16.6 million in the prior year [5] - **Adicet Bio, Inc. (ACET)**: The stock added 5.21% to $0.6325, with a reported third-quarter net loss of $12.4 million, slightly wider than last year's $11.6 million. Revenue declined by 16% year-over-year to $6.8 million, but the company reiterated its 2025 revenue guidance [6] - **OKYO Pharma Limited (OKYO)**: The stock rose by 2.44% to $2.18. The CEO is scheduled to present at the Ophthalmology Innovation Summit XV, discussing the investigational drug candidate urcosimod, which has shown promising results in Phase 2 trials [7]

Core Viewpoint - Nutex Health Inc. reported significant financial growth for the first half of 2025, with a total revenue increase of 217.5% compared to the same period in 2024, highlighting the company's strong performance and growth strategy [8][9]. Financial Highlights for the Three Months Ended June 30, 2025 - Total revenue reached $244.0 million, up 220.7% from $76.1 million in the same period of 2024 [9]. - Operating income improved to $33.7 million from $5.3 million year-over-year, marking a $28.4 million increase [9]. - Net loss attributable to Nutex Health was $17.7 million, which included non-cash stock-based compensation expense of $78.7 million [9]. - Adjusted EBITDA was $71.6 million, compared to $6.8 million for the same period in 2024 [9]. Financial Highlights for the Six Months Ended June 30, 2025 - Total revenue for the first half of 2025 was $455.8 million, an increase of $312.2 million from $143.5 million in the first half of 2024 [9]. - Net income attributable to Nutex Health was $3.5 million, a turnaround from a net loss of $0.7 million in the same period of 2024 [9]. - EBITDA for the first half of 2025 was $51.1 million, up 227.4% from $15.6 million in the first half of 2024 [9]. - Total visits at the Hospital Division increased by 15.5%, totaling 93,842 visits compared to 81,276 in the same period of 2024 [9]. Share Repurchase Program - The Board of Directors authorized a stock repurchase program of up to $25.0 million to enhance shareholder value and offset dilution from stock compensation obligations [4][5]. - The program allows for opportunistic repurchases based on market conditions and the company's financial status [6][10]. Company Overview - Nutex Health operates a physician-led integrated healthcare delivery system with 24 micro hospitals and outpatient departments across 11 states [1][19]. - The company focuses on innovative healthcare models and population health management through its two divisions: Hospital Division and Population Health Management Division [19][20].

Core Insights - Nutex Health Inc. announced restated financial results for Q1 2025, highlighting significant growth in revenue and net income compared to the same period in 2024 [1][2][5] Financial Restatement - The Audit Committee concluded that previously issued financial statements for Q1 2025 required restatement due to non-cash adjustments, resulting in a net increase in liabilities by $19.6 million (4.0%) and a decrease in equity by $19.6 million (7.1%) [2][7] - Net income for Q1 2025 increased by $6.6 million (14.9%) to $21.2 million, with diluted earnings per share rising to $3.33 from $2.56 [2][6] Financial Highlights - Total revenue for Q1 2025 reached $211.8 million, a 214.0% increase from $67.5 million in Q1 2024 [6][8] - EBITDA for Q1 2025 was $51.5 million, up 624.7% from $7.1 million in Q1 2024, while adjusted EBITDA increased to $72.8 million from a loss of $0.4 million [6][8] - Net cash from operating activities was $51.0 million for Q1 2025, reflecting strong operational performance [6][8] Operational Performance - The number of patient visits increased by 20.5% to 48,269 in Q1 2025 compared to 40,068 in Q1 2024, with mature hospitals seeing a 5.3% increase in visits [8] - The company reported a record high gross profit margin of 55.9% and a cash balance of $84.7 million as of March 31, 2025 [5][8] Company Overview - Nutex Health operates 24 micro hospitals and outpatient departments across 11 states, focusing on integrated healthcare delivery [1][19] - The company is structured into two divisions: Hospital Division and Population Health Management Division, providing a range of healthcare services [19][20]

Core Insights - Nutex Health Inc. reported a significant financial turnaround for the fiscal year 2024, with total revenue increasing by 93.8% to $479.9 million compared to $247.6 million in 2023, and net income of $52.1 million compared to a net loss of $45.8 million in the previous year [6][14][17] - The company restated its financial results for the fourth quarter and the entire fiscal year 2024, leading to a net increase in liabilities by $13.4 million (2.9%) and a corresponding decrease in equity by the same amount (6.6%) [4][3] - Adjusted EBITDA for 2024 reached $124.1 million, marking a 1046.1% increase from $10.8 million in 2023, indicating strong operational performance [6][11][22] Financial Performance - Total revenue for the year ended December 31, 2024, was $479.9 million, a 93.8% increase from $247.6 million in 2023 [6][14] - Net income attributable to Nutex Health for 2024 was $52.1 million, compared to a net loss of $45.8 million in 2023 [6][14] - Diluted earnings per share decreased by $0.02 to $9.69 from $9.71, while basic earnings per share also decreased by $0.02 to $10.23 from $10.25 [4][6] Operational Highlights - Total visits at the Hospital Division increased to 168,388 for the year ended December 31, 2024, up 16.9% from 144,058 in 2023 [14] - Revenue from mature hospitals (opened prior to December 31, 2021) increased by 56.6% in 2024 compared to 2023 [14] - Operating income for 2024 was $130.7 million, a significant improvement from an operating loss of $31.8 million in 2023 [14][17] Adjustments and Restatements - The restatement included non-cash adjustments, which had no material effect on key metrics such as revenue, liquidity, and operating cash flow [4][3] - Stock-based compensation expense for the year was $16.6 million, compared to $2.8 million in 2023, with 99% attributed to one-time obligations for under-construction hospitals [14][6] - The company corrected the classification of certain liabilities and reclassified related-party accounts payable balances, impacting the balance sheet structure [7][4] Cash Flow and Liquidity - Net cash from operating activities for the year was $23.2 million, reflecting improved operational efficiency [14][6] - As of December 31, 2024, the company had total assets of $655.3 million, including cash and cash equivalents of $40.6 million [15][14] - The company reported a record high cash balance of $40.6 million, underscoring its financial strength [11][14]

Employment and Operations - As of June 30, 2025, Nutex Health Inc. employed approximately 846 full-time employees and contracted 255 doctors, partnering with over 2,100 physicians within its networks[121]. - The company operates 24 hospital facilities across 11 states, implementing innovative healthcare models such as micro-hospitals and specialty hospitals[120]. - The population health management division includes a management services organization and operates under contracts with independent physician associations[126]. - The company plans to open three new hospital facilities by the end of 2025, which are currently under construction or in advanced planning stages[146]. - The company expects to launch one to three additional independent physician associations (IPAs) per year, primarily in areas surrounding existing micro-hospitals[146]. Revenue and Financial Performance - For the three months ended June 30, 2025, 97% of net patient service revenue was from insurance, compared to 93% for the same period in 2024, indicating a 4% increase in insurance revenue[129]. - The hospital division's revenue is primarily derived from federal agencies, private insurance carriers, and patients, with over 98% of net patient service revenue coming from non-patient third parties[128]. - In the hospital division, revenue for the three months ended June 30, 2025, was $236.3 million, compared to $67.6 million for the same period in 2024, representing a significant increase[160]. - Total revenue for the six months ended June 30, 2025, was $455.8 million, up from $143.5 million in the same period in 2024, indicating a growth of approximately 217%[161]. - Hospital Division revenue for the three months ended June 30, 2025 totaled $236.3 million, an increase of $168.7 million or 249.5% compared to $67.6 million for the same period in 2024[165]. - Hospital Division revenue for the six months ended June 30, 2025 totaled $440.2 million, an increase of $312.6 million or 244.9% compared to $127.6 million for the same period in 2024[180]. Profitability and Loss - The hospital division's gross profit for the three months ended June 30, 2025, was $125.6 million, compared to $22.8 million in the prior year, reflecting a substantial improvement[161]. - The population health management division reported a gross loss of $536,000 for the three months ended June 30, 2025, compared to a loss of $230,000 in the same period in 2024[161]. - Net loss attributable to Nutex Health Inc. increased to $3.5 million, or income of $0.60 per diluted share, for the six months ended June 30, 2025, compared to a net loss of $0.4 million, or loss of $0.07 per share, for the same period in 2024[178]. - The net income attributable to Nutex Health Inc. for the six months ended June 30, 2025, was a loss of $3.5 million, compared to a loss of $728,000 in the same period in 2024[161]. - Net loss attributable to Nutex Health Inc. decreased to $17.7 million, or loss of $2.95 per diluted share, for the three months ended June 30, 2025, compared to a net loss of $0.4 million, or loss of $0.07 per share, for the same period in 2024[162]. Adjusted EBITDA - The company reported an adjusted EBITDA of $144.4 million for the six months ended June 30, 2025, compared to $6.4 million in the same period in 2024[161]. - Adjusted EBITDA for the three months ended June 30, 2025 increased to $71.6 million from $6.8 million for the comparable period in 2024[163]. - Adjusted EBITDA for the three months ended June 30, 2025, was $71.6 million, a decrease from $78.3 million in the prior year[204]. Costs and Expenses - Corporate and other costs totaled $91.2 million for the three months ended June 30, 2025, an increase of 428.6% compared to $17.3 million for the same period in 2024[174]. - The total cost of arbitration for Nutex hospital and professional services was $48.0 million for the three months ended June 30, 2025, and $74.3 million for the six months ended June 30, 2025[145]. - Total finance lease payments for the six months ended June 30, 2025, amounted to $13.0 million, which should be deducted from EBITDA[204]. Cash and Financing - As of June 30, 2025, the company had $96.7 million of cash and equivalents, compared to $40.6 million as of December 31, 2024[194]. - As of June 30, 2025, the company had cash from operating activities of $78.2 million, primarily driven by significantly higher net income due to favorable developments in the arbitration process[202]. - The company had remaining availability of $4.1 million under outstanding lines of credit as of June 30, 2025[199]. - The company is currently working to supplement or replace smaller lines of credit with larger financing commitments, subject to market conditions[198]. - The company reported total repayments of lines of credit and notes payable of $6.0 million during the period[202]. Regulatory and Legal Matters - The No Surprises Act (NSA) was enacted to protect patients from surprise medical bills, establishing an IDR process for billing disputes between providers and insurers[130]. - The Independent Dispute Resolution (IDR) process is designed to take no more than 30 days, but in practice, it can take between three to five months for payment adjustments to be received[139]. - The company engaged HaloMD on July 1, 2024, to assist in challenging underpaid out-of-network claims, highlighting the complexity of the federal arbitration process[137]. Mergers and Acquisitions - The merger with Clinigence Holdings, Inc. was accounted for as a reverse business combination, with Nutex Health Holdco LLC treated as the accounting acquirer[119]. - The company made payments for acquisitions of businesses, net of cash acquired, totaling $2.6 million[202]. Shareholder Actions - On August 14, 2025, the Board authorized a stock repurchase program of up to $25.0 million to enhance shareholder value[151].

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides essential administrative details regarding the Form 8-K filing, including registrant identity and securities information [General Information](index=1&type=section&id=General%20Information) This section provides the foundational details of the Form 8-K filing, including the registrant's identity, jurisdiction, and the date of the report - Registrant: **NUTEX HEALTH INC.**[2](index=2&type=chunk) - Date of Report (Date of earliest event reported): **October 20, 2025**[2](index=2&type=chunk) - State or Other Jurisdiction of Incorporation: **Delaware**[2](index=2&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) This part details the company's registered securities and its status regarding emerging growth company provisions 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 | NUTX | The NASDAQ Stock Market LLC | - The registrant is **not an emerging growth company**[4](index=4&type=chunk) [Current Report Items](index=2&type=section&id=Current%20Report%20Items) This section details significant events including preliminary financial results, a Nasdaq delisting notice, and a list of filed exhibits [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Nutex Health Inc. issued a press release on October 20, 2025, providing anticipated preliminary financial metrics for the quarter ended September 30, 2025. This information is furnished, not filed, under SEC regulations - On **October 20, 2025**, Nutex Health Inc. issued a press release (Exhibit 99.1) containing anticipated preliminary financial metrics for the period ended **September 30, 2025**[5](index=5&type=chunk) - The information furnished in this Item 2.02 and Exhibit 99.1 is **not deemed 'filed'** for purposes of Section 18 of the Securities Exchange Act of 1934[6](index=6&type=chunk) [Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing](index=2&type=section&id=Item%203.01%20Notice%20of%20Delisting%20or%20Failure%20to%20Satisfy%20a%20Continued%20Listing%20Rule%20or%20Standard%3B%20Transfer%20of%20Listing) The Company received a Nasdaq notice of non-compliance due to the late filing of its June 30, 2025 Form 10-Q. Nutex Health submitted a compliance plan and was granted an extension until December 12, 2025, to rectify the filing deficiency - On **August 20, 2025**, the Company received a notice from Nasdaq for non-compliance with Listing Rule 5250(c)(1) due to the failure to timely file its Quarterly Report on Form 10-Q for the period ended **June 30, 2025**[7](index=7&type=chunk) - The Company submitted a plan to Nasdaq on **October 15, 2025**, to regain compliance and requested an extension until **December 12, 2025**[8](index=8&type=chunk) - Nasdaq granted the extension request on **October 16, 2025**; failure to file the Form 10-Q by **December 12, 2025**, will result in a delisting notice[8](index=8&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits included with the Form 8-K filing, specifically identifying the press release mentioned in Item 2.02 Exhibits | Exhibit No. | Description of Exhibit | | :---------- | :--------------------------- | | 99.1 | Press Release dated October 20, 2025 | [Signature](index=3&type=section&id=Signature) This section confirms the official signing and submission of the report by the company's Chief Financial Officer [Report Signature](index=3&type=section&id=Report%20Signature) The report was officially signed by the Chief Financial Officer of Nutex Health Inc., confirming its submission - The report was signed on behalf of **NUTEX HEALTH INC.** by **Jon C. Bates**, Chief Financial Officer[12](index=12&type=chunk) - Date of signature: **October 20, 2025**[12](index=12&type=chunk)

Core Viewpoint - Bragar Eagel & Squire, P.C. is investigating potential claims against Nutex Health Inc. following a class action complaint filed on August 22, 2025, concerning alleged breaches of fiduciary duties by the company's board of directors during the class period from August 8, 2024, to August 14, 2025 [1][2]. Summary by Sections Allegations - The complaint alleges that Nutex's management made materially false and misleading statements regarding the company's business and operations, including: - Engaging in a scheme to defraud insurance companies through HaloMD, leading to unsustainable revenues [2]. - Overstating the remediation of material weaknesses in internal controls over financial reporting [2]. - Improperly accounting for stock-based compensation obligations as equity instead of liabilities [2]. - Increased risk of failing to timely file financial reports with the SEC due to these issues [2]. - Overall, the company's business and financial prospects were overstated, making public statements materially false and misleading [2]. Next Steps for Investors - Long-term stockholders of Nutex are encouraged to contact Bragar Eagel & Squire for more information regarding their rights and potential claims related to the allegations [3]. About the Law Firm - Bragar Eagel & Squire, P.C. is a nationally recognized law firm that represents individual and institutional investors in various complex litigations across state and federal courts [4].