UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 2.02. Results of Operations and Financial Condition
On March 2, 2023, Nutex Health Inc. (the “Company”) announced its financial and operating results for the fiscal year ended December 31, 2022. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01 Other Events
Revision of Warrant and Option Valuation
In connection with the accounting for the reverse merger (the “Merger”) on April 1, 2022, of Nutex Health Holdco LLC and Clinigence Holdings, Inc. (“Clinigence”, n/k/a Nutex Health Inc.) as contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) dated as of November 23, 2021 between Clinigence, Nutex Acquisition LLC, a wholly-owned subsidiary of Clinigence, Nutex, Micro Hospital Holding LLC (solely for the purposes of certain sections of the Merger Agreement), Nutex Health Holdco LLC and Thomas Vo, M.D. (solely in his capacity as the representative of the equity holders of Nutex Health Holdco LLC), the Company was required to value the outstanding options and warrants that were a part of the total consideration in the Merger.
Certain inputs related to the options and warrants in the Black-Scholes valuation model used to measure their fair value included incorrect exercise prices and expiration dates for some of the instruments. In addition, the Company adjusted the expected volatility inputs used in the Black-Scholes model. Clinigence’s (n/k/a Nutex Health Inc.) common stock trading history was not sufficient to use in the Black Scholes model because certain of the options and warrants had expected terms greater than the available historical period. In the revised Black-Scholes model, the historical volatility was averaged for a peer group of companies with Clinigence’s historical volatility.
As a result of this revision, the total consideration in the merger was reduced by $10.3 million, affecting the goodwill and equity reported in our June 30, 2022 financial statements. The Company had previously recognized an impairment of goodwill related to the Merger totaling approximately $408.5 million in its financial statements for the quarter ended September 30, 2022. This revision reduces the amount of that impairment by $10.3 million to $398.1 million. The only impact is a reclass of $10.3 million between additional paid-in capital and retained earnings (accumulated deficit) resulting from this revision.
The Company has assessed the materiality of this revision and concluded that no restatement of its previous financial disclosure is required. Attached as Exhibit 99.2 hereto is supplemental financial information showing a summary of the revisions to the Company’s financial information for the periods ended June 30, 2022 and September 30, 2022.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit |
99.1 | |
99.2 | |
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. |
THE INFORMATION CONTAINED IN ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING