Full Press Release Details
HEALTH announces that it has entered into a $100 million pre-paid
advance agreement with yorkville advisors global l.p.
TX (PRNewswire) - APRIL 11, 2023 - Nutex Health Inc. ("Nutex
Health" or the "Company") (NASDAQ: NUTX), a physician-led, technology-enabled integrated healthcare delivery system
comprised of 20 state-of-the-art micro hospitals in 8 states and primary care-centric, risk-bearing physician networks, today announced
that it has entered into a $100 million pre-paid advance agreement with Yorkville Advisors Global L.P.
"We are pleased to announce this funding
from Yorkville which we believe is a strong endorsement of our work to deliver high-quality, efficient and accessible healthcare,"
stated Tom Vo, M.D., MBA, Chief Executive Officer and Chairman of Nutex Health. "We have full conviction in our integrated, value-based
approach to inpatient and outpatient care and believe that this funding puts us in a strong position to capitalize on growth opportunities."
"We intend to use proceeds of the funding
to support the Company's growth, accelerate its footprint, support opportunistic acquisitions, potential stock buybacks and for
working capital," stated Warren Hosseinion, M.D., President of Nutex Health.
On April 11, 2023, Nutex
Health Inc. (the "Company") entered into a Pre-Paid Advance Agreement (the "PPA") with YA II PN, Ltd., a
Cayman Islands exempt limited partnership ("Yorkville"). In accordance with the terms of the PPA, the Company may request
advances of up to $25,000,000 from the Investor (or such greater amount that the parties may mutually agree) (each, a "Pre-Paid
Advance"), which will be purchased by the Investor at 90% of the face amount. Future Pre-Paid Advances will range from $5,000,000
to $25,000,000 depending on stock price and volume conditions being met, with an aggregate limitation on the Pre-Paid Advances of $100,000,000
(the "Commitment Amount"). If and when requested by the Investor, amounts outstanding under each Pre-Paid Advance will be
correspondingly reduced upon the issuance of Common Stock to Yorkville at a price per share equal to the lower of (a) $1 on the initial
tranche (b) 100% of the volume weighted average price (the "VWAP") of the Company's Common Stock on the trading
day immediately preceding the closing of any subsequent Pre-Paid Advance (the "Fixed Price") or (c) 92.0% of the average of
the two lowest daily VWAP of the shares during the seven trading days immediately prior to each Pre-Paid Advance (as applicable,
the "Purchase Price") ; however, in no event will the Purchase Price be less than $0.1851 per share (the "Contractual
The issuance of the shares
under the PPA is subject to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the
PPA cannot exceed 19.9% of the Company's outstanding shares of Common Stock as of April 11, 2023 (the "Exchange Cap").
Interest will accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 0%, subject to an increase to 15% upon
events of default described in the PPA.
Yorkville may not request issuances of Common
Stock with respect to the initial Pre-Paid Advance in excess of $7.5 million in any consecutive 30-day period . Further,
Yorkville may not request the issuance of Common Stock if such issuance (i) would result in Yorkville (and its affiliates) beneficially owning
more than 4.99% of the outstanding shares of the Company or (ii) when combined with all other issuances made to Yorkville would
exceed 19.9% of the outstanding shares of common stock on the date hereof ("Nasdaq Cap"). In addition, Yorkville may not engage
in short sales while Pre-Paid Advances are outstanding.
Northland Capital Markets acted as the sole placement
agent on the transaction.
About Nutex Health Inc.
in Houston, Texas and founded in 2011, Nutex Health Inc. (NASDAQ: NUTX) is a healthcare management and operations company with two divisions:
a Hospital Division and a Population Health Management Division.
Division owns, develops, and operates innovative health care models, including micro-hospitals, specialty hospitals, and hospital outpatient
departments (HOPDs). This division owns and operates 20 facilities in 8 states.
Population Health Management division owns and operates provider networks such as Independent Physician Associations (IPAs). Through
our Management Services Organization (MSO), we provide management, administrative and other support services to our affiliated hospitals
and physician groups. Our cloud-based proprietary technology platform aggregates
clinical and claims data across multiple settings, information systems and sources to create a holistic view of patients and providers,
allowing us to deliver greater quality care more efficiently.
Forward-Looking Statements
statements and information included in this press release constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Act of 1995. When used in this press release, the words or phrases "will", "will likely
result," "expected to," "will continue," "anticipated," "estimate," "projected,"
"intend," "goal," or similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown,
and uncertainties, many of which are beyond the control of the Company. Such uncertainties and risks include, but are not limited to,
our ability to successfully execute our growth strategy, changes in laws or regulations, including the interim final and final rules implemented
under the No Surprises Act , economic conditions, dependence on management, dilution to stockholders, lack of capital, the effects of
rapid growth upon the Company and the ability of management to effectively respond to the growth and demand for products and services
of the Company, newly developing technologies, the Company's ability to compete, conflicts of interest in related party transactions,
regulatory matters, protection of technology, lack of industry standards, the effects of competition and the ability of the Company to
obtain future financing. An extensive list of factors that can affect future results are discussed in the Current Report on Form 10-K
for the period ended December 31, 2022 under the heading "Risk Factors" in Part I, Item IA thereof, and other documents filed
from time to time with the Securities and Exchange Commission. Such factors could materially adversely affect the Company's financial
performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed
within this press release.
FOR ADDITIONAL INFORMATION:
Vivian Sanders - Investor Relations
Jennifer Smith Rodriguez - Media Contact