Full Press Release Details
HEALTH HOLDCO SUPPLEMENTAL INFORMATION
Health Inc. ("Nutex Health" or the "Company"), is a physician-led, technology-enabled healthcare services company
comprised of its wholly owned subsidiary Nutex Health Holdco, LLC , with the 21 hospital facilities in eight states (hospital division),
and a primary care-centric, risk-bearing population health management division. The hospital division implements and operates
different innovative health care models, including micro-hospitals, specialty hospitals and hospital outpatient departments (HOPDs).
The Population Health Management division owns and operates provider networks such as Independent Physician Associations (IPAs). Through
its Management Services Organizations (MSOs), Nutex Health provides management, administrative and other support services to its affiliated
hospitals and physician groups. The Company's 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, which the Company believes allows
for the delivery of greater quality care more efficiently.
chart below shows the post merger structure of Nutex Health Inc.
April 1, 2022, Clinigence Holdings, Inc. (now known as Nutex Health Inc.), a publicly traded Delaware corporation (the "Company"),
consummated the previously announced business combination (the "Business Combination") with Nutex Health Holdco pursuant
to that certain Agreement and Plan of Merger, dated as of November 23, 2021 (as amended, modified, supplemented or waived, the "Merger
Agreement"), by and among Nutex, Clinigence Holdings, Inc., Nutex Acquisition LLC ("Merger Sub"), Micro Hospital Holding
LLC (solely for the purposes of certain sections), Nutex Health LLC (solely for the purposes of certain sections) and Thomas T. Vo, solely
in his capacity as the representative of the equityholders of Nutex. Pursuant to the Merger Agreement, following the approval by the
stockholders of Clinigence Holdings Inc. on March 16, 2022, Merger Sub merged with and into Nutex Health Holdco, with Nutex Health Holdco
surviving as a wholly owned subsidiary of the Company (the "Merger").
connection with the Merger Agreement, Nutex Health Holdco entered into contribution agreements with holders of equity interests
("Nutex Owners") of subsidiaries and affiliates of Nutex Health Holdco (the "Nutex Subsidiaries") pursuant
to which such Nutex Owners agreed to contribute equity interests in the Nutex Subsidiaries to Nutex in exchange for specified equity
interests in Nutex Health Holdco. Nutex Owners having ownership interests representing approximately 84% of the agreed upon equity
value of the Nutex Subsidiaries agreed to contribute all or a portion of their equity interests, as applicable . In the Merger,
the Nutex Owners received aggregate of 592,791,712 shares of common stock of Nutex Health, representing approximately 90.9% of the 647,11,416
shares of common stock outstanding as of June 15,, 2022.
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
following table sets forth information known to us, as of June 15, 2022, relating to the beneficial ownership of shares of
common stock by: (i) each person who is known by us to be the beneficial owner of more than 5% of the Company's outstanding
common stock; (ii) each director; (iii) each executive officer; and (iv) all executive officers and directors as a group. Under
securities laws, a person is considered to be the beneficial owner of securities owned by him (or certain persons whose ownership
is attributed to him) or securities that can be acquired by him within 60 days, including upon the exercise of options, warrants
or convertible securities.
percentages shown are calculated based on 647,411,416 shares of Common Stock outstanding as of June 15, 2022.
| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class |
| Micro Hospital Holding LLC (1) | 267,706,960 | 41.35% |
| Premier Macy Management Holdings, LLC (2) | 42,134,210 | 6.51% |
| Michael L. Chang, Chief Medical Officer | 12,008,523 | 1.85% |
| Warren Hosseinion, President and Director (3) | 3,770,265 | .58% |
| Mitchell Creem, Director (4) | 365,074 | .29% |
| Cheryl Grenas, Director (5) | 19,280 | .00% |
| Michael Reed, Director (6) | 21,208 | .00% |
| John Waters, Director (7) | 546,421 | .08% |
| Michael Bowen, CFO (8) | 647,105 | .10% |
| Elisa Luqman, Chief Legal Officer (SEC) Secretary (9) | 679,976 | .11% |
| Pamela Montgomery, Chief Legal Officer (Healthcare) Secretary | - | .00% |
| Denise Pufal, COO | - | 00% |
| Larry Schimmel, Chief Medical Information Officer (10) | 499,731 | .08% |
| Executive Officers and Directors as a Group | 328,398,753 | 50.37% |
Micro Hospital Holding LLC ("MHH" is the direct beneficial owner of 267,706,960 shares of Common Stock. Dr. Vo, the Chairman
and Chief Executive Officer of the Company, as the 100% owner and sole manager of MHH, is the indirect beneficial owner of such
Premier Macy Management Holdings, LLC is the direct beneficial owner of 42,134,210 shares of Common Stock. Each of Dr. Young
and Cynthia J. Young, as co-trustees of the First Amended & Restated Matthew Stephen Young & Cynthia Jane Young Joint Living
Trust, the 99% owner of Macy GP LLC, the 100% owner of Premier Macy Management Holdings, LLC, can be deemed to be the indirect beneficial
owners of the shares reported herein.
options to purchase 200,000 shares of the common stock at $1.50 per share, options to purchase 600,000 shares of the common stock at
$1.61 per share and a warrant to purchase
Includes 21,208 shares of Restricted Stock that vest 1/12th per month starting April 1, 2022,
options to purchase 10,120 shares of the common stock at $5.56 per share, options to purchase 75,000 shares of common stock at $1.50
per share, options to purchase 45,000 shares at $1.61 and options to acquire 182,000 shares of common stock at $2.75 per share.
Shares of Restricted Stock that vest that 1/12th per month starting April 1, 2022
Shares of Restricted Stock that vest 1/12th per month starting April 1, 2022
Includes 21,851 shares of Restricted Stock that vest 1/12th per month starting April 1, 2022,
options to purchase, 102,800 shares of common stock at $1.50, 45,000 common shares at $1.61, per share, convertible debenture to purchase
64,516 common shares at $1.55, warrant to purchase 48,508 common shares at $1.55 per share and options to acquire 182,000 shares of common
stock at $2.75 per share.
Includes options to purchase 200,000 shares of Common Stock at $2.75 per share.
Includes 1,370 shares of common stock held by Muhammad Luqman, Ms. Luqman's husband, options to purchase 117,106 shares of the
commons stock at $1.50 per share, options to purchase 400,000 shares of the common stock at $1.61 per share and options to purchase 150,000
shares of common stock at $2.75 per share.
Includes options to purchase 6,288 shares of the common stock at $1.50 per share, options to purchase 30,000 shares of the common stock
at $1.50 per share, convertible debenture to purchase 19,597 common shares at $1.55, warrant to purchase 9,799 common shares at $1.55
per share and options to acquire 200,000 shares of common stock at $2.75 per share.
FINANCIAL INFORMATION
following supplemental information relates to the historical financial information of Nutex Health Holdco prior to the Merger.
during the three months ended March 31, 2022
the end of the first calendar quarter of 2022, the Company opened two new fully operational hospitals. Opening of a new hospital requires
adequate medical equipment, supplies and staffing. Start-up costs associated with the opening of these two hospitals were paid by Nutex
Health Holdco and are reflected in the increased general and administrative expenses for the three months ended March 31, 2022. Additionally,
the Company bears the operating costs of the new facilities during the ramp up period to break-even and eventual profitability.
Company anticipates opening three more facilities in 2022. In connection with continued facilities
expansion, we anticipate additional increases in operating expenses and capital expenditures relating to the planned hospital openings
as well as sustaining the hospitals during their relative ramp up periods to break-even and eventual profitability. There can
be no assurance that these additional facilities will open in the anticipated timing or at all, or that they will reach profitability
during the time frames anticipated.
to Nutex Health Holdco Historical financial statements as of and for the nine months ended September 30, 2021 and as of and for the year
ended December 31, 2020.
Health Holdco made the revisions described below to
previously reported amounts in Nutex Health Holdco's combined and consolidated financial statements. As set forth in more detail
below, the Company has determined that these revisions are immaterial. Please read Note 2 to the historical audited combined and consolidated
financial statements of Nutex Health Holdco as of and for the year ended December 31, 2021 and 2020 included as Exhibit 99.2 to this
filing for a detailed description of the revisions as of and for the year ended December 31, 2020.
Company revised (1) the classification of net income and (2) equity attributable to noncontrolling interests and corrected the presentation
of items within the statement of cash flows. The Company evaluated these matters in accordance with SAB No. 99, Materiality, and
SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
and determined that their related impact was not material to Nutex's financial statements for any prior annual or interim period.
Nutex Health undertakes to correct previously reported financial information for these immaterial matters in its future filings, as applicable.
unaudited pro forma combined financial statements for Nutex Health Inc., the combined company, are presented for illustrative purposes
only, and future results may differ materially from the unaudited pro forma financial statements.
unaudited pro forma combined financial statements contained in this report are presented for illustrative purposes only and for several
reasons, may not be an indication of the combined company's financial condition or results of operations following the completion
of the Merger. The unaudited pro forma combined financial statements have been derived from the historical financial statements of Clinigence
and Nutex Health Holdco and adjustments and assumptions have been made regarding the combined company after giving effect to the Merger.
The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions
are difficult to make with accuracy. Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred
by the combined company in connection with the merger. As a result, the actual financial condition, and results of operations of the
combined company following the completion of the Merger may not be consistent with, or evident from, these pro forma financial statements.
The assumptions used in preparing the pro forma financial information may prove to be inaccurate, and other factors may affect the combined
company's financial condition or results of operations following the Merger. Any decline or potential decline in the combined company's
financial condition or results of operations may cause significant variations in the market price of Company Common Stock.
estimates and assumptions Nutex Health Holdco is required to make in connection with the preparation of its financial statements may
prove to be inaccurate
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements