Nutex Health (NUTX) - 2025 Q2 - Quarterly Results

FORM 8-K Filing Information This section provides foundational details regarding the Form 8-K filing, including registrant identification and securities registration status Registrant Information This section provides the basic identification details for Nutex Health Inc. as the registrant for this Form 8-K filing - Registrant Name: NUTEX HEALTH INC.[2] - State of Incorporation: Delaware[2] - Principal Executive Offices: 6030 S. Rice Ave, Suite C, Houston, Texas 77081[2] Securities Registration The company's common stock is registered on The NASDAQ Stock Market LLC under the trading symbol NUTX | 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 | Item 2.02 Results of Operations and Financial Condition This section reports the issuance of a press release containing anticipated financial results and other relevant information Press Release Issuance Nutex Health Inc. issued a press release on August 20, 2025, containing anticipated financial results and other information, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K - Press release issued on August 20, 2025, containing anticipated financial results and other information[5] - The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K[5] Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing This section details the company's notification of non-compliance with Nasdaq listing rules and its plan to regain compliance Nasdaq Non-Compliance Notification Nutex Health Inc. received a notice from Nasdaq on August 20, 2025, indicating non-compliance with Nasdaq 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 - Notice received from Nasdaq on August 20, 2025, regarding non-compliance[7] - Reason for non-compliance: Failure to timely file Form 10-Q for the period ended June 30, 2025[7] - Nasdaq Listing Rule violated: 5250(c)(1)[7] - The notice has no immediate impact on the listing or trading of the Company's securities on Nasdaq[10] Compliance Plan and Timeline The Company has 60 calendar days from the notice date to file the overdue Form 10-Q. If unable, it can submit a compliance plan, potentially granting an extension of up to 180 days (until February 10, 2026) to regain compliance. Nutex Health is actively working to file the report as soon as possible - Company has 60 calendar days from August 20, 2025, to file the June 30, 2025 Form 10-Q[8] - If unable to file, the Company can submit a compliance plan for a potential extension of up to 180 days, or until February 10, 2026[8] - The Company is actively working with its auditors and advisors to file the Form 10-Q as soon as possible[9] Item 4.02 Non-Reliance on Previously Issued Financial Statement or Related Audit Report or Completed Interim Review This section addresses the decision to restate prior financial statements due to accounting errors and the resulting internal control weaknesses Decision to Restate Financial Statements On August 20, 2025, Nutex Health's Audit Committee concluded that previously issued unaudited condensed consolidated financial statements for Q1 2025 and audited consolidated financial statements for FY 2024 should be restated. This is due to the incorrect classification of non-cash obligations related to under-construction and ramping hospitals as equity instead of liabilities. Investors should no longer rely on these previously issued statements - Audit Committee concluded on August 20, 2025, that previously issued Q1 2025 Form 10-Q and FY 2024 Form 10-K financial statements require restatement[11] - The restatement is necessary because non-cash obligations for under-construction and ramping hospitals were incorrectly treated as equity instead of liabilities[11] - The Company anticipates the adjustments will be non-cash and will not materially change revenue, gross profit, liquidity, working capital, debt, operating cash flow, adjusted EBITDA, or patient visits for the first three quarters of fiscal year 2024[11] - Investors and all other persons should no longer rely upon the Previously Issued Financial Statements[11] Estimated Financial Impact of Restatement Preliminary calculations indicate a material increase in total liabilities and a corresponding decrease in total equity for both December 31, 2024, and March 31, 2025. Additionally, income before taxes for the three months ended March 31, 2025, is expected to increase Estimated Financial Impact of Reclassification | Metric | As of Dec 31, 2024 (Estimated Impact) | As of Mar 31, 2025 (Estimated Impact) | | :--- | :--- | :--- | | Total Liabilities | Increase by $10.0M (2.2%) to $20.0M (4.4%) | Increase by $20.0M (4.1%) to $50.0M (10.3%) | | Total Equity | Decrease by $10.0M (5.0%) to $20.0M (9.9%) | Decrease by $20.0M (7.3%) to $50.0M (18.2%) | | Income Before Taxes (Q1 2025 only) | N/A | Increase by $2.0M (3.2%) to $10.0M (15.9%) | - The estimated impacts are quantitatively significant enough to be material to a reasonable investor, considering qualitative factors[15][16] Internal Control Weakness and Remediation As a result of the reclassification, management has identified a material weakness in the design and operating effectiveness of internal control over financial reporting for the periods ended December 31, 2024, and March 31, 2025. The Company plans to engage an accounting firm and provide ongoing training to address this weakness - Management determined a material weakness in internal control over financial reporting for periods ended December 31, 2024, and March 31, 2025[18] - Remediation plans include engaging an accounting firm to assist in the proper design, implementation, and testing of internal controls[18] - Training for relevant personnel on the timely and accurate analysis and accounting for stock-based compensation obligations is ongoing[18] Auditor Consultation The Audit Committee has discussed the restatement matters with both CBIZ CPAs P.C., the Company's predecessor independent registered accounting firm, and Grant Thornton LLP, the current independent registered accounting firm appointed on May 15, 2025 - Audit Committee discussed restatement with predecessor auditor CBIZ CPAs P.C. and current auditor Grant Thornton LLP[20] - Grant Thornton LLP was appointed as the Company's current independent registered accounting firm on May 15, 2025[20] Item 8.01 Other Events This section covers various significant events including updates on federal arbitration, litigation against a third-party expert, a short seller attack, and other legal disputes Federal Arbitration Process (No Surprises Act) This section provides an update on the federal arbitration process under the No Surprises Act (NSA), which protects patients from surprise medical bills and establishes an Independent Dispute Resolution (IDR) process for billing disputes between providers and insurers. It details the IDR mechanism, recent legal challenges to HHS rules, the company's claims process, and industry trends Independent Dispute Resolution (IDR) Overview The No Surprises Act (NSA), effective January 1, 2022, established an Independent Dispute Resolution (IDR) process to resolve billing disputes between out-of-network providers and insurers, ensuring fair reimbursement without patient involvement. A Certified Independent Dispute Resolution Entity (CIDRE) determines the final payment amount - The No Surprises Act (NSA) protects patients from surprise medical bills and establishes an Independent Dispute Resolution (IDR) process for billing disputes between providers and insurers[21] - Patients are not involved in the IDR process, and payment is issued directly to the provider[21][27] - A Certified Independent Dispute Resolution Entity (CIDRE) determines the eligibility of claims and the final payment amount[24] Legal Challenges and Rule Changes The NSA's final rule has faced multiple legal challenges, particularly from the Texas Medical Association (TMA), regarding the methodology for calculating the Qualifying Payment Amount (QPA) and the prioritization of factors by arbitrators. Recent court rulings, including by the Fifth Circuit, have affirmed that arbitrators must consider several factors of equal weight, not solely the QPA, when determining out-of-network rates - HHS published Technical Assistance on June 6, 2025, allowing reopening of arbitration cases closed prior to this date only for CIDRE clerical, jurisdictional, or procedural errors[25] - The final rule has been subject to multiple legal challenges, notably from the Texas Medical Association (TMA), concerning IDR provisions and QPA calculation methodology[26][28] - Federal courts have removed restrictions imposed on arbitrators in 2022 HHS final rules, requiring them to consider several factors of equal weight, including QPA, doctor's training, market share, patient acuity, facility scope, and good faith efforts[30][32] Company's Claims Process and Third-Party Expert Nutex Health's out-of-network claims process is highly complex due to varying state and federal surprise billing laws. The company has engaged HaloMD, a third-party expert, since July 1, 2024, to assist in challenging underpaid claims and navigating the intricate arbitration process, especially in bifurcated states like Texas, Florida, and New Mexico - The claims process for out-of-network claims is highly complex due to bifurcated state laws and rules for bundling claims[31] - Nutex Health engaged HaloMD, a third-party expert, on July 1, 2024, to challenge underpaid out-of-network claims and navigate the IDR process[35][36] - HaloMD assists in documentation submission, offer determination, and navigating bifurcated states (Texas, Florida, New Mexico) where state law may take precedence for most out-of-network claims[37][40] - The federal arbitration process involves initial payment/denial (30 days), a 30-business-day negotiation period, and then the IDR process (intended for 30 days, but practically 3-5 months for payment)[33] IDR Industry Trends and Future Expectations The federal IDR process is experiencing significant growth in dispute volume, with a high success rate for providers. The company anticipates continued evolution towards efficiency, with potential future legislation like the No Surprises Enforcement Act aiming to mandate financial penalties for late payments, though future court decisions and regulatory changes could still impact revenue collection - Providers initiated 1.5 million billing disputes in Q3-Q4 2024, representing over 70 times the predicted annual caseload[41] - 85% of disputes were decided in favor of the provider (the higher offer), with a median winning offer over four times the median in-network rate[41] - Between April 15, 2022, and May 31, 2025, 2,831,804 disputes were closed, with 2,152,045 resulting in a payment determination[41] - The No Surprises Enforcement Act was introduced on July 23, 2025, to mandate financial penalties for late payment or non-payment of IDR awards[39] Litigation Against HaloMD Blue Cross/Anthem has filed lawsuits against HaloMD in Georgia and Ohio, alleging violations of RICO and state deceptive trade practices acts, among others, related to purportedly false attestations and inflated payment offers in IDR disputes. Nutex Health is not a party to these lawsuits and does not have hospital locations in the jurisdictions where the litigation is occurring - Blue Cross BlueShield Healthcare Plan of Georgia (BCBSGA) filed a complaint against HaloMD on May 27, 2025, in Georgia[44] - Anthem Blue Cross and Blue Shield filed a complaint against HaloMD on June 10, 2025, in Ohio[45] - Allegations include violations of federal RICO Act, state RICO statutes, state deceptive trade practices acts, and ERISA, related to purportedly false attestations and inflated payment offers in IDR disputes[44][45] - Nutex Health has not been named in any lawsuit filed by Blue Cross/Anthem against HaloMD and has no hospital locations in the affected jurisdictions[43] Short Seller Attack On July 22, 2025, a short seller report containing various allegations against Nutex Health was published, which resulted in a 16.5% decrease in the company's common stock price on July 23, 2025. The company considers these allegations false and misleading and responded timely - A short seller report with various allegations against the Company was published on July 22, 2025[48] - The report had an adverse impact on the market price of common stock, with a 16.5% decrease ($18.29) on July 23, 2025[48] - The Company strongly considers the allegations false and misleading and responded timely[48] Other Legal Matters Nutex Health is involved in two legal disputes with former owners of under-construction hospitals (ABQ Plaintiffs and Former Ft. Smith Owners) regarding the calculation of additional shares to be issued. These parties dispute the adjustment of the Parent Stock Price Floor for the 2024 Reverse Stock Splits, demanding an inflated number of shares. Nutex Health disputes these claims and intends to vigorously defend its position, acknowledging a potentially materially adverse effect if the plaintiffs prevail - ABQ Plaintiffs filed a lawsuit on April 14, 2025, alleging wrongful execution of an amendment to the Contribution Agreement regarding the Parent Stock Price Floor adjustment for 2024 Reverse Stock Splits[49] - Former Ft. Smith Owners submitted a Notice of Claim on May 30, 2025, demanding the use of the pre-reverse split Parent Stock Price Floor for share calculation[50] - Nutex Health disputes these demands and intends to vigorously defend against them[49][50] - The Company cannot guarantee that the plaintiffs will not prevail, which could have a materially adverse effect on the Company and its stockholders[49][50] Risk Factors This section outlines key risks including potential stock price manipulation by short sellers and dilution from future share issuances Short Seller Manipulation Risk The company faces risks from short sellers who may publish negative reports to drive down its stock price, potentially leading to temporary or long-term declines. Such actions could also result in securities class action litigation or regulatory investigations, incurring substantial costs and diverting management attention - Short sellers may publish negative opinions or characterizations to create negative market momentum and profit from stock price declines[52] - A short seller report on July 22, 2025, caused a 16.5% decrease in common stock price on July 23, 2025[52] - Such publications could lead to securities class action litigation or regulatory investigations, incurring substantial costs and diverting management time[53] Dilution from Additional Share Issuances Existing stockholders are subject to dilution from the potential exercise of warrants and convertible notes, as well as the obligation to issue additional shares to former owners of under-construction hospitals based on their operational performance. The company expects to issue a significant number of shares for certain hospitals, with further dilution possible from others, and faces disputes regarding the share calculation methodology - Existing stockholders face dilution from 203,637 outstanding warrants and convertible notes for $4,850,000 principal, convertible into 161,667 shares[54][55] - The exercise or conversion of warrants and convertible notes could result in the issuance of 365,364 shares (approximately 6.6% dilution)[54] - The Company is obligated to issue additional shares to former owners of under-construction hospitals based on 12-month operational performance[57][60] - For three hospitals with a Determination Date on or prior to June 30, 2025, the Company expects to issue 971,308 shares (approximately 17% of currently outstanding shares)[62] - Former owners of certain hospitals are disputing the number of additional shares issuable, asserting that the shares should not be adjusted for the 2024 Reverse Stock Splits[64] Forward-Looking Statements This section provides a disclaimer regarding forward-looking statements, highlighting inherent risks and uncertainties, and stating no obligation to update them Forward-Looking Statements Disclaimer This section serves as a disclaimer, indicating that the Form 8-K contains forward-looking statements that are subject to various risks and uncertainties. It advises readers that actual results may differ materially from those projected and that the Company assumes no obligation to update these statements - The Form 8-K contains 'forward-looking statements' as defined by federal securities laws[66] - Forward-looking statements involve risks and uncertainties, and actual results could differ materially from those projected or assumed[67] - The Company assumes no obligation to update any such forward-looking statements[67] Item 9.01 Financial Statements and Exhibits This section provides a list of all exhibits filed as part of this Form 8-K, including the press release and interactive data file Exhibits List This section lists the exhibits filed as part of this Form 8-K, including a press release and the cover page interactive data file | Exhibit No. | Description of Exhibit | | :--- | :--- | | 99.1 | Press Release dated August 20, 2025 | | 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | Signature This section confirms the official signing of the report by the designated corporate officer Report Signatory The report was duly signed on behalf of Nutex Health Inc. by Jon C. Bates, Chief Financial Officer, on August 20, 2025 - The report was signed by Jon C. Bates, Chief Financial Officer[71] - Date of signature: August 20, 2025[71]