Table of Contents 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 For the quarterly period ended June 30, 2023 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 (State or o ...

Table of Contents 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 For the quarterly period ended March 31, 2023 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 | Delaware | 11-3363609 | | --- | --- | | (State or other jurisdiction | (I.R.S. Employer | | of incorp ...

Table of Contents 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, 2022 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. (State or other jurisdiction of incorporation or organization) (I.R.S. Employer ...

For the quarterly period ended September 30, 2022 or 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 6030 S. Rice Ave, Suite C, Houston, Texas 77081 (713) 660-0557 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: | Title of each class | Trading Symbol(s) | Name of each exchange on which | | --- | --- | --- | | | ...

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 For the quarterly period ended June 30, 2022 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: 000-53862 Securities registered pursuant to Section 12(b) of the Act: NUTEX HEALTH INC. | Title of each class | Trading Symbol(s) | ...

Delaware 11-3363609 (I.R.S. Employer Identification No.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2022. ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-53862 NUTEX HEALTH INC. (formerly known as Clinigence Holdings, Inc.) (Exact name of registrant as speci ...

[Part I - Business and Risk Factors](index=5&type=section&id=PART%20I) This section provides an overview of the company's business model, operational structure, and the significant risks it faces [Business Overview](index=5&type=section&id=Item%201.%20Business) Clinigence Holdings operates as a technology-driven, risk-bearing population health management company, generating revenue from capitation, SaaS, and management fees, with a strategy to expand its national network - The company operates as a technology-enabled, risk-bearing population health management company that manages provider networks, primarily through its subsidiaries which include MSOs, IPAs, and a healthcare IT company[19](index=19&type=chunk) - Key subsidiaries include Clinigence Health (SaaS platform), AHP Health Management (manages an IPA with **22,065 patients**), and Procare Health (an MSO serving HMOs and IPAs)[21](index=21&type=chunk)[22](index=22&type=chunk)[24](index=24&type=chunk) - Revenue is generated from three primary streams: Capitation revenue from its AHP subsidiary, SaaS subscription revenue from its CHI subsidiary, and Management Fee income from its Procare subsidiary[27](index=27&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - The company has significant customer concentration, with two key payors accounting for **23% of total net capitation revenue in 2021**[32](index=32&type=chunk) - Operations are subject to extensive healthcare regulations, including the Stark Law, Anti-Kickback Statute, HIPAA, and state-specific laws like California's prohibition on the corporate practice of medicine, which necessitates the use of Management Services Agreements (MSAs) with physician-owned IPAs[35](index=35&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) [Risk Factors](index=9&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks from the COVID-19 pandemic, reliance on the California market, its VIE structure, intense competition, and complex healthcare regulations including corporate practice of medicine laws - The COVID-19 pandemic has impacted business through reduced inpatient visits and may continue to disrupt operations, affect health network partners, and impact the ability to access capital[53](index=53&type=chunk)[54](index=54&type=chunk)[57](index=57&type=chunk) - The company's financial statements are consolidated with a non-owned affiliated physician group (a Variable Interest Entity or VIE); changes in accounting principles or regulations regarding VIEs could prevent the company from consolidating these revenues[59](index=59&type=chunk)[60](index=60&type=chunk) - A substantial portion of revenues are derived from California, making the business vulnerable to economic, regulatory, or other changes specific to that state[65](index=65&type=chunk) - The company faces significant risk under its capitation contracts, where it could incur substantial losses if medical care-related expenses exceed the fixed capitation payments received[124](index=124&type=chunk) - State laws prohibiting the corporate practice of medicine, particularly in California, require the company to operate through Management Services Agreements (MSAs); if these arrangements are deemed invalid, it could have a material adverse effect on operations and financial condition[83](index=83&type=chunk)[84](index=84&type=chunk)[125](index=125&type=chunk) - The business is subject to numerous complex federal and state healthcare laws, including the Anti-Kickback Statute and the Stark Law; non-compliance could lead to significant penalties, fines, and exclusion from federal healthcare programs[85](index=85&type=chunk)[86](index=86&type=chunk)[89](index=89&type=chunk) - The company does not hold a Knox-Keene license in California; if regulators determine that its risk-bearing arrangements require such a license, it could face civil and criminal liability and be required to restructure its operations[110](index=110&type=chunk)[111](index=111&type=chunk) [Properties](index=33&type=section&id=Item%202.%20Properties) The company operates from leased office spaces in Florida and California, with no owned real property - The company leases all its properties, with primary offices in Florida and California; leases have terms expiring between 2021 and 2024 with monthly rents from **$2,500 to $4,000**[153](index=153&type=chunk) [Legal Proceedings](index=33&type=section&id=Item%203.%20Legal%20Proceedings) As of December 31, 2021, the company is not involved in any material litigation - The company is not party to any material litigation as of December 31, 2021[154](index=154&type=chunk) [Part II - Market, Financials, and MD&A](index=34&type=section&id=PART%20II) This section covers the company's common stock market, detailed financial performance, liquidity, critical accounting policies, and internal controls [Market for Common Equity and Related Matters](index=34&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on OTCMarkets, with no cash dividends planned, and significant stock issuances occurred in 2021 for acquisitions and operations - The company's common stock is listed on the OTCMarkets under the symbol **"CLNH"**[158](index=158&type=chunk) - No cash dividends have been paid, and none are contemplated for the foreseeable future[159](index=159&type=chunk) - In 2021, the company sold **7.5 million common shares** for proceeds of **$14.4 million**[160](index=160&type=chunk) - Significant stock issuances in 2021 were made in connection with acquisitions: **14.2 million shares for AHA**, **19.0 million shares for AHP**, and **0.6 million shares for Procare**[162](index=162&type=chunk)[163](index=163&type=chunk) [Management's Discussion and Analysis (MD&A)](index=35&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The MD&A details the company's transformative 2021 financial performance driven by acquisitions, resulting in significantly increased revenue and a higher net loss, alongside improved liquidity and a planned reverse merger [2021 Highlights and Recent Developments](index=35&type=section&id=2021%20Highlights%20and%20Recent%20Developments) Key developments in 2021 included the acquisitions of AHP, AHA, and Procare, culminating in a merger agreement for a reverse merger with Nutex Health - On February 26, 2021, the company consummated mergers with AHP Health Management Services, Inc. and Accountable Healthcare America, Inc. (AHA)[173](index=173&type=chunk)[179](index=179&type=chunk) - On October 15, 2021, the company acquired Procare Health, Inc[184](index=184&type=chunk)[185](index=185&type=chunk) - On November 23, 2021, the company entered into a merger agreement for a reverse merger with Nutex Health Holdco LLC, which was subsequently approved by shareholders in March 2022[188](index=188&type=chunk)[493](index=493&type=chunk) [Results of Operations (2021 vs. 2020)](index=38&type=section&id=Results%20of%20operation) The company experienced dramatic revenue growth in 2021 due to acquisitions, alongside a significant increase in general and administrative expenses, leading to a higher net loss Consolidated Statement of Operations (2021 vs. 2020) | Financial Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Total Sales** | **$18,793,783** | **$1,585,952** | | Capitation revenue, net | $16,620,488 | $0 | | SaaS revenue | $1,653,806 | $1,585,952 | | Management services revenue, net | $519,489 | $0 | | **Cost of sales** | $14,647,045 | $909,780 | | **Gross profit** | **$4,146,738** | **$676,172** | | **General and administrative expenses** | $12,177,316 | $3,251,353 | | **Income (loss) from operations** | **($9,018,075)** | **$1,373,320** | | **Net loss** | **($13,668,624)** | **($5,650,167)** | | **Net loss attributable to Clinigence** | **($13,669,515)** | **($5,650,167)** | - Total revenue increased dramatically to **$18.8 million in 2021** from **$1.6 million in 2020**, primarily due to **$16.6 million in new capitation revenue** from the AHP acquisition[200](index=200&type=chunk) - General and administrative expenses increased to **$12.1 million in 2021** from **$3.25 million in 2020**, largely due to transactional costs from acquisitions and stock-based compensation[205](index=205&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company's cash position significantly improved in 2021 due to stock offerings, alleviating going concern doubts and providing sufficient capital for future operations - Cash position significantly improved to **$15.3 million** at year-end 2021, compared to just **$26,931** at year-end 2020[217](index=217&type=chunk) - The company raised approximately **$14.4 million** in gross proceeds from stock offerings during 2021[218](index=218&type=chunk) - Management believes that with the funds raised, it has alleviated substantial doubt about the company's ability to continue as a going concern and has sufficient capital to fund operations for at least one year from the filing date[218](index=218&type=chunk)[393](index=393&type=chunk) Cash Flow Summary for FY 2021 | Cash Flow Activity | Amount | | :--- | :--- | | Net Cash Used in Operating Activities | ($6,703,530) | | Net Cash Provided by Investing Activities | $7,951,570 | | Net Cash Provided by Financing Activities | $14,039,357 | [Critical Accounting Policies and Estimates](index=42&type=section&id=CRITICALACCOUNTING%20POLICIES%20AND%20ESTIMATES) Key accounting estimates involve the valuation of assets and liabilities from business combinations, consolidation of Variable Interest Entities, and annual goodwill impairment testing - Key estimates include the valuation of assets acquired and liabilities assumed in business combinations, particularly for the 2021 acquisitions of Procare, AHA, and AHP[224](index=224&type=chunk)[251](index=251&type=chunk) - The company consolidates Variable Interest Entities (VIEs) for which it is the primary beneficiary, determined by a qualitative analysis of power and economics[233](index=233&type=chunk) - Goodwill is not amortized but is tested annually for impairment; no impairment was recorded for the year ended December 31, 2021[253](index=253&type=chunk)[408](index=408&type=chunk) [Financial Statements and Supplementary Data](index=48&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The audited financial statements for 2021 and 2020 are presented with an unqualified auditor opinion, highlighting the valuation of acquisition-related assets and liabilities as a Critical Audit Matter - The independent auditor, Marcum LLP, issued an unqualified opinion on the financial statements[348](index=348&type=chunk) - A Critical Audit Matter was identified concerning the valuation of assets and liabilities from the acquisitions of AHA, AHP, and Procare, due to the highly subjective and judgmental nature of estimating the fair value of intangible assets and goodwill[352](index=352&type=chunk)[353](index=353&type=chunk)[357](index=357&type=chunk) Consolidated Balance Sheet Highlights (as of Dec 31) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Cash | $15,314,328 | $26,931 | | Goodwill | $57,338,935 | $0 | | Intangible assets, net | $10,585,592 | $0 | | **Total Assets** | **$85,733,528** | **$169,857** | | Total Liabilities | $10,594,906 | $1,303,652 | | **Total Stockholders' Equity (Deficiency)** | **$75,138,622** | **($1,133,795)** | - Subsequent to year-end, on March 16, 2022, stockholders approved the merger with Nutex Health Holdco LLC[493](index=493&type=chunk) [Controls and Procedures](index=48&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2021 - Management concluded that as of December 31, 2021, the company's disclosure controls and procedures were effective[265](index=265&type=chunk) - Management concluded that the company maintained effective internal control over financial reporting as of December 31, 2021, based on the COSO framework[267](index=267&type=chunk)[268](index=268&type=chunk) [Part III - Corporate Governance and Compensation](index=50&type=section&id=PART%20III) This section outlines the company's corporate governance structure, executive compensation, security ownership, related party transactions, and principal accountant fees [Directors, Executive Officers, and Corporate Governance](index=50&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The report details the Board of Directors and executive team, including established committees and the adoption of a Code of Business Conduct and Ethics Key Executive Officers | Name | Position | | :--- | :--- | | Dr. Warren Hosseinion | Chief Executive Officer and Chairman of the Board | | Fred Sternberg | President, Director | | Michael Bowen | Chief Financial Officer | | Dr. Lawrence Schimmel | Chief Medical Information Officer | | Elisa Luqman | General Counsel, EVP of Finance and Director | - The Board has established an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee[294](index=294&type=chunk) - The Audit Committee is composed of three independent directors, with John Waters serving as Chairman and designated "audit committee financial expert"[296](index=296&type=chunk) - The company has adopted a Code of Business Conduct and Ethics applicable to its principal officers[303](index=303&type=chunk) [Executive Compensation](index=56&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for 2021 included base salaries, bonuses, and significant stock awards, with a new equity incentive plan approved in 2022 2021 Summary Compensation for Key Executives | Name & Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Warren Hosseinion, CEO | 2021 | 342,805 | 150,000 | 964,602 | 1,307,407 | | Fred Sternberg, President | 2021 | 232,500 | 10,000 | 0 | 242,500 | | Michael Bowen, CFO | 2021 | 167,509 | 50,000 | 0 | 217,509 | - The company has multi-year employment agreements with its named executive officers, which include provisions for severance payments upon termination without cause[308](index=308&type=chunk)[309](index=309&type=chunk) - In 2022, shareholders approved the 2022 Equity Plan, which replaces the 2019 Plan; contingent upon this approval, the company granted **3,624,000 nonqualified stock options** in late 2021[315](index=315&type=chunk)[317](index=317&type=chunk) [Security Ownership](index=61&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Dominus Embree is the largest beneficial owner, while directors and executive officers collectively hold a significant portion of the company's outstanding shares - The largest known beneficial owner is Dominus Embree, with **6,973,483 shares**, representing **14.39% beneficial ownership**[326](index=326&type=chunk) - All directors and officers as a group beneficially own **21,694,050 shares**, representing **44.78% of the company**[326](index=326&type=chunk) [Related Transactions and Director Independence](index=62&type=section&id=Item%2013.%20Certain%20Relationships%2C%20Related%20Transactions%20and%20Director%20Independence) A majority of the board members are independent, with limited related party transactions and one disclosed family relationship among executives - The Board of Directors has determined that a majority of its members, including Messrs. Breslin, Creem, Fawcett, Margolin, Meiri, Sim, and Waters, are independent[331](index=331&type=chunk) - A family relationship exists between President Fred Sternberg and his son, Andrew Barnett, Executive Vice President of Corporate Development[333](index=333&type=chunk) [Principal Accountant Fees and Services](index=62&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Fees paid to Marcum LLP for audit services in 2021 and 2020 are detailed, with all services pre-approved by the Audit Committee Accountant Fees (Marcum LLP) | Fee Type | 2021 | 2020 | | :--- | :--- | :--- | | Audit Fees | $142,623 | $55,000 | | Audit-Related Fees | $0 | $0 | | All Tax Fees | $0 | $0 | | Other Fees | $0 | $0 | | **Total** | **$142,623** | **$55,000** | [Part IV - Exhibits and Financial Statement Schedules](index=64&type=section&id=PART%20IV) This section lists all financial statements and key exhibits filed with the report, including merger agreements and equity incentive plans [Exhibits and Financial Statement Schedules](index=64&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements and key exhibits filed with the report, including merger agreements and equity incentive plans - Lists all financial statements and schedules filed with the report[341](index=341&type=chunk) - Key exhibits filed include merger agreements for the 2021 acquisitions (AHA, AHP, Procare), the 2019 and 2022 Equity Incentive Plans, and various corporate governance documents[341](index=341&type=chunk)

Revenue Performance - Revenue for the three months ended September 30, 2021, was $5,568,757, a significant increase from $350,032 for the same period in 2020, primarily due to the AHP acquisition [151]. - Revenue for the nine months ended September 30, 2021, was $12,873,607, compared to $1,194,250 for the same period in 2020, also driven by the AHP acquisition [151]. Operating Expenses - Operating expenses for the three months ended September 30, 2021, were $2,012,197, compared to $1,636,889 for the same period in 2020 [147]. - General and administrative expenses for the three months ended September 30, 2021, were $1.74 million, up from $698,598 for the same period in 2020, primarily due to the AHP and AHA acquisitions [157]. - Interest expense for the three months ended September 30, 2021, was $1.56 million, compared to $18,252 for the same period in 2020, primarily due to debt related to the acquisition of AHA [162]. - Research and Development expense for the nine months ended September 30, 2021, was $208,615, down from $502,961 for the same period in 2020, due to a reduction in personnel [156]. - The company anticipates additional increases in operating expenses and capital expenditures related to developmental and marketing expenses [173]. Cash Flow and Financing - Cash of $6,011,442 was reported for the nine months ended September 30, 2021, an increase of $5,984,511 from $26,931 as of December 31, 2020 [168]. - Cash used in operating activities for the nine months ended September 30, 2021, was $3,970,719, compared to $1,557,995 for the same period in 2020 [170]. - Cash provided by financing activities for the nine months ended September 30, 2021, was $7,161,652, compared to $472,766 for the same period in 2020 [172]. - The company has no lines of credit or bank financing arrangements, relying on private placements of equity and debt instruments for operations [173]. - Future financing may not be available on acceptable terms, potentially restricting business operations [173]. - Additional issuances of equity or convertible debt securities may result in dilution to current shareholders [173]. Going Concern and Capital Requirements - There is substantial doubt about the company's ability to continue as a going concern, dependent on raising additional capital and generating profitable operations [174]. - Working capital requirements are expected to increase in line with business growth, funded through existing funds and further issuances of securities [173]. - The financial statements have been prepared assuming the company will continue as a going concern, highlighting the need for sufficient capital [174]. - The company may not be able to find alternative sources of cash or generate positive cash flow, adversely affecting business and shareholders [174].

Revenue Growth - Revenue for the three months ended June 30, 2021, was $5,290,505, a significant increase from $378,588 for the same period in 2020, primarily due to the AHP acquisition [134]. - Revenue for the six months ended June 30, 2021, was $7,304,850, compared to $844,218 for the same period in 2020, also driven by the AHP acquisition [134]. Operating Expenses - Operating expenses for the three months ended June 30, 2021, totaled $2,039,436, up from $1,796,351 in 2020, reflecting increased costs associated with the AHP and AHA acquisitions [131]. - General and administrative expenses for the six months ended June 30, 2021, were $6,200,000, up from $2,200,000 in 2020, largely due to stock-based compensation and acquisitions [140]. - Interest expense for the three months ended June 30, 2021, was $2,000,000, compared to $249,283 for the same period in 2020, primarily due to debt accretion related to the AHA acquisition [142]. - Research and Development expense for the three months ended June 30, 2021, was $59,629, down from $314,255 in 2020, reflecting a reduction in personnel [137]. - Management anticipates additional increases in operating expenses and capital expenditures related to developmental and marketing expenses [155]. Financial Position - Cash as of June 30, 2021, was $4,795,175, an increase of $4,768,244 or 177% compared to $26,931 as of December 31, 2020 [149]. - Cash used in operating activities for the six months ended June 30, 2021, was $2,392,675, compared to $1,368,229 for the same period in 2020, indicating increased operational cash outflow [151]. - Cash provided by financing activities for the six months ending June 30, 2021, was $3,272,652, a significant increase from $369,073 for the same period in 2020 [153]. - Proceeds from the sale of common stock amounted to $3,195,000, contributing to the overall financing activities [153]. Capital Raising and Concerns - The company anticipates raising capital in private markets to support business expansion, although there is no guarantee of favorable terms [150]. - The company expects working capital requirements to increase in line with business growth, funded through existing funds and further securities issuances [155]. - There is substantial doubt about the company's ability to continue as a going concern, dependent on raising additional capital and generating profitable operations [156]. - The company has no lines of credit or bank financing arrangements, relying on private placements of equity and debt instruments for funding [155]. - Additional issuances of equity or convertible debt securities may dilute current shareholders and could have senior rights that impact common stock [155]. - The company may face challenges in raising adequate funds on acceptable terms, which could restrict business operations [156]. - Future financing may not be available, impacting the company's ability to pursue new business opportunities [156]. - The financial statements have been prepared assuming the company will continue as a going concern, highlighting the need for positive cash flow [156].

Part I — Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Q1 2021 acquisitions of AHP and AHA dramatically transformed the company's financial position, boosting assets and revenue while widening net loss due to increased operating costs and stock-based compensation [Condensed Consolidated Balance Sheets](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2021, the company's total assets dramatically increased to $75.9 million from $169.9 thousand at year-end 2020, primarily driven by goodwill and intangible assets from recent acquisitions, while total liabilities rose to $49.7 million, shifting stockholders' equity from a deficiency to a positive $66.3 million Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$75,935,655** | **$169,857** | | Goodwill | $54,978,298 | $— | | Intangible assets, net | $9,653,956 | $— | | Cash | $3,741,458 | $26,931 | | **Total Liabilities** | **$49,671,614** | **$1,303,652** | | Accounts payable and accrued expenses | $4,336,217 | $695,424 | | **Total Stockholders' Equity (Deficiency)** | **$66,264,041** | **($1,133,795)** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2021, sales surged to $2.01 million, a 333% increase from $465,630 in the same period of 2020, primarily due to acquisitions, yet the net loss widened significantly to $4.44 million from $1.12 million year-over-year, driven by a sharp rise in operating expenses including substantial stock-based compensation Condensed Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Sales | $2,014,345 | $465,630 | | Gross Profit | $426,872 | $266,502 | | Total Operating Expenses | $4,576,795 | $1,206,417 | | Loss from Operations | ($4,149,923) | ($939,915) | | Net Loss Attributable to Clinigence | ($4,444,559) | ($1,122,730) | | Net Loss per Share | ($0.24) | ($0.24) | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) During the first quarter of 2021, stockholders' equity increased from a deficit of $1.1 million to a positive $66.3 million, primarily driven by the issuance of common stock valued at $68.0 million for business acquisitions and $3.9 million in stock-based compensation, partially offset by a net loss of $4.5 million - The company issued **33,009,382** shares of common stock valued at **$67,999,339** for business acquisitions in Q1 2021[13](index=13&type=chunk) - Stock-based compensation added **$3,882,637** to stockholders' equity during the quarter[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended March 31, 2021, the company's cash position increased by $3.7 million, ending the period at $3.74 million, with net cash used in operating activities of $567,063, significant cash inflow from investing activities of $3.89 million, and $393,323 provided by financing activities Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2021 | | :--- | :--- | | Net Cash Used in Operating Activities | ($567,063) | | Net Cash Provided by Investing Activities | $3,888,267 | | Net Cash Provided by Financing Activities | $393,323 | | **Net Increase in Cash** | **$3,714,527** | | **Cash - End of Period** | **$3,741,458** | - Non-cash investing and financing activities included the issuance of **$67,999,339** in common stock for the acquisition of subsidiaries[16](index=16&type=chunk) [Notes to Consolidated Financial Statements](index=7&type=section&id=Unaudited%20Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) The notes detail significant corporate events and accounting policies, including the February 2021 mergers with AHP Management Inc. and Accountable Healthcare America, Inc. (AHA), which led to substantial goodwill and intangible assets, the company's Variable Interest Entity (VIE) structure with AHPIPA, a 'Going Concern' warning due to historical losses and a working capital deficit, and subsequent events like additional stock sales and a letter of intent to acquire Procare Health Inc - On February 26, 2021, the company consummated mergers with AHP Management Inc. and Accountable Healthcare America, Inc. (AHA)[21](index=21&type=chunk)[28](index=28&type=chunk) - The company's financial statements include a 'Going Concern' warning due to an accumulated deficit of **$22.7 million** and a working capital deficit, raising substantial doubt about its ability to continue operations for the next twelve months without additional funding[70](index=70&type=chunk) - The company consolidates AHPIPA as a Variable Interest Entity (VIE), as it is the primary beneficiary with the power to direct its significant non-clinical economic activities[25](index=25&type=chunk)[112](index=112&type=chunk) - Subsequent to the quarter end, the company sold **814,286** shares of common stock for proceeds of **$1.22 million** and entered into a binding Letter of Intent to acquire Procare Health Inc[117](index=117&type=chunk)[118](index=118&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) Management discusses the company's post-acquisition transformation, highlighting significant revenue growth and increased net loss, while addressing liquidity and the 'going concern' note Q1 2021 vs Q1 2020 Results of Operations | Metric | Q1 2021 | Q1 2020 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $2,014,345 | $465,630 | 332.61% | | Gross Profit | $426,872 | $266,502 | 60.18% | | Loss from Operations | ($4,149,923) | ($939,915) | 341.52% | | Net Loss | ($4,484,140) | ($1,122,730) | 299.40% | - The increase in revenue was primarily attributable to the AHP acquisition, which added **$1.59 million** in capitation revenue[135](index=135&type=chunk)[136](index=136&type=chunk) - General and administrative expenses increased significantly, primarily due to stock-based compensation expense of **$3.9 million** and costs from the AHP and AHA acquisitions[140](index=140&type=chunk) - The company had cash of **$3.7 million** as of March 31, 2021, and believes it has sufficient liquidity for the next 12 months, but notes that its financial statements contain a 'going concern' explanatory paragraph[147](index=147&type=chunk)[153](index=153&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that this item is not required for a smaller reporting company - As a smaller reporting company, quantitative and qualitative disclosures about market risk are not required[154](index=154&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of March 31, 2021, concluding they were effective, with no material changes to internal control over financial reporting identified during the first fiscal quarter of 2021 - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2021[155](index=155&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[156](index=156&type=chunk) Part II — Other Information [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not a party to any material litigation as of March 31, 2021 - The Company is not a party to any litigation that is material to ongoing operations as of the period ended March 31, 2021[159](index=159&type=chunk) [Risk Factors](index=32&type=page&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes in its risk factors from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020, directing investors to that report for a full discussion of risks - There have been no material changes in the company's risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2020[161](index=161&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities for the period - None reported[164](index=164&type=chunk) [Defaults upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[164](index=164&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None reported[164](index=164&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) The report lists the exhibits filed, which include certifications by the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 - Exhibits filed include CEO and CFO certifications under Sarbanes-Oxley Sections **302** and **906**[164](index=164&type=chunk)