Nutex Health Inc 2024年度报告

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ___________ Commission file number001-41346 NUTEX HEALTH INC. 11-3363609 (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) 6030 S. Rice Ave,Suite C,Houston,Texas77081Telephone Number (713)660-0557Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yeso Noþ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yeso Noþ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yeso Noþ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).YesþNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.þ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).þ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Noþ The aggregate market value of voting common stock held by non-affiliates at June30, 2024 was approximately $18.2million. At March24, 2025,there were5,950,539shares of common stock outstanding. EXPLANATORY NOTE Nutex Health Inc. ("Nutex Health" or the "Company") is filing this Amendment No. 2 on Form 10-K/A (the "Amendment" or "Form10-K/A") to amend its Annual Report on Form 10-K for the year ended December31, 2024, which was originally filed with the U.S.Securities and Exchange Commission ("SEC") on March31, 2025 (the "Original Form 10-K"), as amended on April 30, 2025 toinclude the information required by Items 10 through 14 of Part III of Form 10-K. The purpose of this amendment is to amend andrestate our previously issued consolidated financial statements and related financial information in the Original Form 10-K. Thisamendment also includes disclosure of an additional material weakness in internal control over financial reporting as described below. In addition, the Company intends to file an amendment to its Quarterly Report on Form 10-Q for the quarter ended March31, 2025,originally filed with the SEC on May 13, 2025. Items Amended in this Filing This Form 10-K/A amends and restates the following items of the Original Form 10-K: •Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.•Part II - Item 8. Financial Statements and Supplementary Data.•Part II - Item 9A. Controls and Procedures.•Part III - Item 14. Principal Accountant Fees and Service•Part IV - Item 15. Exhibits and Financial Statement Schedules. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certificationsspecified in Rule 13a-14 under the Exchange Act from the Company’s Chief Executive Officer and its Chief Financial Officer, datedas of the date h