Nutex Health Inc 2025年季度报告

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ INTRODUCTORY NOTE Unless the context dictates otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us,” “our,” “Nutex”and similar words are references to Nutex Health Inc., a Delaware corporation, and its consolidated subsidiaries and affiliated entities, Unless otherwise indicated, all authorized, issued, and outstanding stock and per share amounts referred to in this Quarterly Report onForm 10-Q have been adjusted to reflect the 2024 Reverse Stock Splits (as defined below) for all prior periods presented.Proportionate adjustments for the 2024 Reverse Stock Splits were made to the exercise prices and number of shares issuable under the CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Actof 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and statesecurities laws, including, but not limited to, changes in laws or regulations applicable to our operations, any statements about ourbusiness, financial condition, operating results, plans, objectives, expectations and intentions, any guidance on, or projections of,earnings, revenue or other financial items, or otherwise, and our future liquidity, including cash flows; any statements of any plans,strategies, and objectives of management for future operations, such as the material opportunities that we believe exist for ourCompany; any statements concerning proposed services, developments, mergers or acquisitions; or strategic transactions; anystatements regarding management’s view of future expectations and prospects for us; any statements about prospective adoption of Forward-looking statements involve risks and uncertainties and are based on the current beliefs, expectations, and certain assumptionsof management. Some or all of such beliefs, expectations, and assumptions may not materialize or may vary significantly from actualresults. Such statements are qualified by important economic, competitive, governmental, and technological factors that could causeour business, strategy, or actual results or events to differ materially from those in our forward-looking statements. When consideringforward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limitedto, the heading “Item 1A. Risk Factors” included in this Quarterly Report, the Quarterly Report on Form 10-Q/A for the quarter endedMarch 31, 2025, and in the Annual Report of Nutex Health Inc. on Form 10-K/A for the year endedDecember31, 2024and otherfilings of the Company with the United States Securities and Exchange Commission. Although we believe that the expectationsreflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in NUTEX HEALTH INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 –Organization and Operations Nutex Health Inc. (“Nutex Health” or the “Company”), is a physician-led, healthcare services and operations company with24hospital facilities in11states (hospital division), and a primary care-centric, risk-bearing population health management division. TheCompany's hospital division implements and operates different innovative health care models, including micro-hospitals, specialty The Company employs approximately846full-time employees, contracts255doctors at our facilities and partners with over2,100physicians within our networks as of June30, 2025. The Company's corporate headquarters is based in Houston, Texas and we were Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. On April 1, 2022, the merger (the “Merger”) of Nutex HealthHoldco LLC and Clinigence Holdings, Inc. (“Clinigence”) was completed pursuant to the Agreement and Plan of Merger (the “MergerAgreement”) entered into on November 23, 2021 between Clinigence, Nutex Acquisition LLC (a Delaware limited liability companyand wholly-owned subsidiary of Clinigence), Nutex Health, Micro Hospital Holding LLC (solely for the purposes of certain sections In connection with the Merger Agreement, Nutex Health Holdco LLC entered into certain Contribution Agreements with holders ofequity interests including Dr. Vo, our Chairman and CEO (“Nutex Owners”), of subsidiaries and affiliates (the “Nutex Subsidiaries”),including Nutex Subsidiaries categorized as Under Construction Hospitals, pursuant to which such Nutex Owners agreed to contributecertain equity interests in the Nutex