UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

Commission file number 001-41346

NUTEX HEALTH INC.

(Exact name of registrant as specified in its charter)

Delaware	11-3363609
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6030 S. Rice Ave, Suite C

Houston, Texas 77081

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (713) 660-0557

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	NUTX	NASDAQ Capital Market

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. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 of 1934 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 such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting common stock held by non-affiliates at June 30, 2024 was approximately $18.2 million. At March 24, 2025, there were 5,528,448 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

Auditor Name	Marcum LLP
Auditor Location	Houston, Texas
Auditor Firm ID	688

PART III	4

Item 10. Directors, Executive Officers and Corporate Governance	4

Item 11. Executive Compensation	13

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20

Item 13. Certain Relationships and Related Persons Transactions, and Director Independence	22

Item 14. Principal Accountant Fees and Services	24

Item 15. Exhibits and Financial Statement Schedules	26

SIGNATURES	29


Name	Age	Position
Executive Officers and Directors
Thomas T. Vo, M.D., MBA	52	Chief Executive Officer and Chairman of the Board
Warren Hosseinion M.D.	53	President and Director
Jon C. Bates	55	Chief Financial Officer
Michael Chang, M.D.	54	Chief Medical Officer
Elisa Luqman, ESQ., MBA	60	Chief Legal Officer (SEC)
Pamela Montgomery, R.N., J.D.	68	Chief Legal Officer (Healthcare & Secretary)
Mitchell Creem, MHA	69	Independent Director
Cheryl Grenas, R.N., M.S.N	65	Independent Director
Michael L. Reed, MPH	67	Independent Director
Scott J. Saunders	62	Independent Director
Kelvin Spears	64	Director


					Nominating and
					Corporate
	Audit		Compensation		Governance
Name	Committee		Committee		Committee
Thomas T. Vo, M.D., MBA
Warren Hosseinion, M.D.
Mitchell Creem, MHA	X	*	X		X
Cheryl Grenas, R.N., M.S.N			X	*	X
Michael L. Reed, MPH	X		X		X	*
Scott J. Saunders, MPPM	X		X		X
Kelvin Spears, M.D.


Name	Age	Position(s)
Thomas T. Vo, MD, MBA	52	Chief Executive Officer and Chairman of the Board
Warren Hosseinion, MD	53	President and Director
Joshua DeTillio	49	Chief Operating Officer
Jon Bates, MBA, CPA	55	Chief Financial Officer
Pamela Montgomery, ESQ., LLM, MSN, BSN, RN	68	Chief Legal Officer - Healthcare
Elisa Luqman, ESQ., MBA	60	Chief Legal Officer - SEC
Michael Chang, MD	54	Chief Medical Officer


						Option	All Other
		Salary	Stock	Bonus⁽⁸⁾		Awards	Compensation		Total
Name and Principal Position	Year	($)	($)	($)		($)	($)		($)
Thomas T. Vo	2024	557,692	81,000	500,000		—	23,522	⁽⁵⁾	1,162,214
Chief Executive Officer⁽¹⁾	2023	1,000,000	—	—		—	20,395	⁽⁵⁾	1,020,395
Warren Hosseinion	2024	755,100	61,163	377,500		—	49,669	⁽⁵⁾	1,243,432
President⁽²⁾	2023	711,537	—	—		—	24,489	⁽⁵⁾	736,026
Jon Bates	2024	324,677	29,746	275,000	⁽⁶⁾	—	53,155	⁽⁵⁾	682,578
Chief Financial Officer⁽³⁾	2023	300,000	69,505	—	⁽⁷⁾	—	49,241	⁽⁵⁾	418,746
Joshua DeTillio	2024	434,808	34,425	297,500		—	43,931	⁽⁵⁾	810,664
Chief Operating Officer⁽⁴⁾	2023	98,077	—	—		—	9,183		107,260


	Option Awards				Stock Awards
								Equity
								Incentive
							Equity	Plan
							Incentive	Awards:
							Plan	Market or
							Awards:	Payout
							Number of	Value of
						Market	Unearned	Unearned
					Number of	Value of	Shares,	Shares,
	Number of	Number of			Shares or	Shares or	Units or	Units or
	Securities	Securities			Units of	Units of	Other	Other
	Underlying	Underlying			Stock That	Stock That	Rights That	Rights That
	Unexercised	Unexercised	Option	Option	Have Not	Have Not	Have Not	Have Not
	Options(#):	Options (#):	Exercise	Expiration	Vested	Vested	Vested	Vested
Name	Exercisable	Unexerciseable	Price ($)	Date	(#)	($)	($)	($)
Thomas Vo	—	—	—	—	15,000	—	—	475,350
Warren Hosseinion	334	—	225.00	1/27/2030	—	—	—	—
	667	—	225.00	5/11/2027	—	—	—	—
	4,000	—	241.50	1/28/2031	—	—	—	—
	5,732	—	412.50	9/9/2031	—	—	—	—
Jon C. Bates	—	—	—	—	4,831	—	—	153,094
Joshua DeTillio	—	—	—	—	6,375	—	—	202,024


	Number of	Value	Number of
	Shares	Realized	Shares	Value
	Acquired on	on	Acquired on	Realized
	Exercise	Exercise	Vesting	on Vesting
Name	(#)	($)	(#)	($)⁽¹⁾
Jon C. Bates	—	—	330	$	5,446


	Salary and
	Other Cash		Vesting of	Vesting of	Health and
	Payments	Bonus	Stock Options	RSUs	Dental Benefits	Total
Name	($)⁽¹⁾	($)⁽²⁾	($)⁽³⁾	($)	($)⁽⁴⁾	($)
Thomas T. Vo	3,000,000	—	—	—	—	3,013,634
Warren Hosseinion	1,500,000	—	—	—	—	1,524,207
Jon C. Bates	350,000	—	—	—	—	373,373
Joshua DeTillio	425,000	—	—	—	—	425,000


Additional Annual Retainer for Committee Membership:
Audit Committee Chairman	$	20,000
Compensation Committee Chairman	$	15,000
Nominating and Governance Committee Chairman	$	15,000


Mitchell Creem, Audit Committee Chair	$	169,160
Cheryl Grenas, Compensation Committee Chair	$	162,500
Michael Reed, Nominating and Governance Audit Committee Chair	$	165,000
Scott J. Saunders, Director	$	107,955


	Fees Earned or
	Paid	Stock
Name	in Cash ($)	Awards ($)	Total ($)
Mitchell Creem	169,160	—	169,160
Cheryl Grenas	162,500	—	162,500
Michael Reed	165,000	—	165,000
Scott J. Saunders	107,955	—	107,955


	Amount and Nature of
Name of Beneficial Owner	Beneficial Ownership	Percent of Class
Tom Vo, Chairman and CEO⁽¹⁾	1,857,879	32.88	%
Warren Hosseinion, President and Director⁽²⁾	30,329	*
Mitchell Creem, Director⁽³⁾	2,627	*
Cheryl Y. Grenas, Director	67	*
Michael L. Reed, Director⁽⁴⁾	67	*
Scott J. Saunders, Director	—	*
Kelvin Spears, Director⁽⁵⁾	32,432	*
Joshua DeTillio, Chief Operating Officer⁽⁶⁾	17,133	*
Jon C. Bates, Chief Financial Officer⁽⁷⁾	11,388	*
Michael Chang, Chief Medical Officer⁽⁸⁾	86,041	1.55	%
Pamela Montgomery, Chief Legal Officer - Healthcare⁽⁹⁾	6,371	*
Elisa Luqman. Chief Legal Officer - SEC⁽¹⁰⁾	10,519	*
Executive Officers and Directors as a Group	2,054,853	36.92	%


	Year Ended December 31,
	2024		2023
Audit Fees	$	1,507,567	$	1,601,868
Audit Related Fees		40,000		105,060
Tax Fees		—		—
Other Fees		—		—
Total	$	1,547,567	$	1,706,928


		Incorporated by Reference (File No. 001-41346)
Exhibit No	Description	Form	Exhibit	File Date
2.1	Agreement and Plan of Merger, dated as of February 25, 2021 by and among the Registrant, AHP, Merger Sub, and the Signing Stockholder	8-K	2.1	Mar. 2, 2021
2.2	Agreement and Plan of Merger, dated as of February 25, 2021 by and among the Registrant, AHA, and Merger Sub	8-K	2.3	Mar. 2, 2021
2.3	Agreement and Plan of Merger dated as of November 23, 2021 among Clinigence Holdings, Inc., Nutex Acquisition LLC, Nutex Health Holdco LLC, 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 in his capacity as the Nutex Representative	8-K	99.1	Nov. 24, 2021
2.4	Agreement and Plan of Merger dated effective as of October 21, 2021, by and between Clinigence Holdings, Inc., Clinigence Procare Health, Inc., Procare Health, Inc. Anh Nguyen and Tram Nguyen	8-K	2.1	Oct. 21, 2021
2.5	Form of Contribution Agreement (Under Construction Hospitals) as of November 23, 2021 by and among Nutex Health Holdco LLC and the owners listed on the signature pages thereto	10-Q	2.5	Aug. 22, 2022
2.6	Form of Contribution Agreement (Ramping Hospitals) as of November 23, 2021 by and among ‎Nutex Health Holdco LLC and the owners listed on the signature pages thereto	10-Q	2.6	Aug. 22, 2022
2.7	Form of Contribution Agreement (Mature Hospitals) as of November 23, 2021 by and among Nutex Health Holdco LLC and the owners listed on the signature pages thereto	10-Q	2.7	Aug. 22, 2022
3.1	Second Amended and Restated Certificate of Incorporation	8-K	3.1	July 5, 2023
3.2	Second Amended and Restated Bylaws	8-K	3.2	Apr. 4, 2022
3.3	Amendment No. 2 to Second Amended and Restated Certificate of Incorporation	8-K	3.1	July 5, 2024
3.4	Amendment to Second Amended and Restated Certificate of Incorporation	8-K	3.1	Apr. 11, 2024
4.1	Note Purchase Agreement dated May 15, 2019.	10-K	4.1	May 14, 2020
4.2	Form of Convertible Promissory Note dated November 18, 2019	8-K	10.2	Nov. 22. 2019
4.3	Form of Warrant November 18, 2019	8-K	10.3	Nov. 22. 2019
4.4	2019 Omnibus Equity Incentive Plan	S-8 (333-267710)	10.2	Sep. 30, 2022
4.5	Amended and Restated Nutex Health Inc. 2022 Equity Incentive Plan	S-8 (333-267710)	10.1	Sep. 30, 2022
4.6	Description of Common Stock	S-3 (333-286554)	4.10	April 15, 2025
4.7	Registration Rights Agreement dated as of April 1, 2022 by and among Nutex Health Inc. and the stockholders of Nutex Health Holdco LLC set forth on Schedule A thereto	Schedule 13D	99.2	Apr. 11, 2022
4.8	Amendment No. 1 dated as of July 1, 2022 to Registration Rights Agreement dated as of April 1, 2022	10-Q	4.9	Aug. 22, 2022
4.9	Registration Rights Agreement dated as of November 14, 2022 between Nutex Health Inc. and Lincoln Park Capital Fund, LLC	8-K	10.2	Nov. 18, 2022
4.10	Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan	Schedule 14A	Appendix A	May 19, 2023
4.11	Nutex Health Inc. 2023 Employee Stock Purchase Plan	8-K	10.2	July 5, 2023
4.12	Form of 8% Convertible Promissory Note due October 31, 2025	10-K	4.12	Mar. 29, 2024
4.13	Form of Stock Purchase Warrant expiring December 31, 2029	10-K	4.13	Mar. 29, 2024
4.14	Form of Common Stock Purchase Warrant	8-K	4.1	Jan. 24, 2024
10.1	Master Services Agreement dated as of February 25, 2021 by and between AHA Management, Inc. and AHPIPA	8-K	2.2	Mar. 2, 2021
10.2	Intellectual Property Asset Purchase Agreement, dated as of May 27, 2020 by and among the Registrant, Clinigence Health, AHA, and AHA Analytics	8-K	2.1	Jun. 3, 2020

10.3	Intellectual Property License Agreement, dated as of May 27, 2020 by and between Clinigence Health and AHA Analytics	8-K	2.2	Jun. 3, 2020
10.4	Managed Services Agreement, dated as of May 27, 2020 by and between Clinigence Health and AHA Analytics	8-K	2.3	Jun. 3, 2020
10.5	Securities Purchase Agreement between Clinigence Holdings, Inc. and Apollo Medical Holdings, Inc. dated as of September 21, 2021	8-K	3.02	Oct. 1, 2021
10.6	Form of Board of Directors Agreement	8-K	10.1	Apr. 26, 2022
10.7	Employment Agreement between Thomas T. Vo and Clinigence Holdings, Inc. (to be renamed Nutex Health Inc.) dated as of April 1, 2022	8-K	10.1	Apr. 4, 2022
10.8	Employment Agreement between Warren Hosseinion and Clinigence Health Holdings, Inc. (to be renamed Nutex Health Inc.) dated April 1, 2022	8-K	10.2	Apr. 4, 2022
10.9	Employment Agreement, dated as of June 8, 2022, between the Company and Jon Bates.	8-K	10.2	Jun. 10, 2022
10.10	Form of Commercial Lease Agreement (Hospital Entities) including Parent Guarantee (Nutex Health Inc.)	10-Q	10.11	Aug. 22, 2022
10.11	Form of Construction Loan Agreement (Hospital Entities) including Personal Guarantee (Related Parties)	10-Q	10.12	Aug. 22, 2022
10.12	Purchase Agreement dated as of November 14, 2022 between Nutex Health Inc. and Lincoln Park Capital Fund, LLC	8-K	10.1	Nov. 18, 2022
10.13	Form of Restricted Stock Award Rescission Agreement	10-K	10.14	Mar. 2, 2023
10.14	Partial Option Cancellation Agreement	8-K	10.1	Jan. 4, 2023
10.15	Pre-Paid Advance Agreement by and between YA II PN, Ltd., a Cayman Islands exempt limited partnership and Nutex Health Inc., dated April 11, 2023.	8-K	10.1	Apr. 12, 2023
10.16	Employment Agreement by and between the Company and Pamela Montgomery dated August 8, 2022.	10-Q	10.1	May 15, 2023
10.17	Employment Agreement, dated as of August 28, 2023, between the Company and Joshua DeTillio.	8-K	10.1	Sep. 5, 2023
10.18	Employment Agreement between Clinigence Holdings, Inc. and Elisa Luqman dated as of October 29, 2019.	10-K	10.18	Mar. 29, 2024
10.19	Amendment to Employment Agreement between Clinigence Holdings, Inc. and Elisa Luqman dated as of February 22, 2021.	10-K	10.19	Mar. 29, 2024
10.20	Second Amendment to Employment Agreement between Clinigence Holdings, Inc. and Elisa Luqman dated as of July 1, 2021.	10-K	10.20	Mar. 29, 2024
10.21	Third Amendment to Employment Agreement between Clinigence Holdings, Inc. and Elisa Luqman dated as of August 15, 2021.	10-K	10.21	Mar. 29, 2024
10.22	Fourth Amendment to Employment Agreement between Nutex Health Inc. and Elisa Luqman dated as of June 14, 2022.	10-K	10.22	Mar. 29, 2024
10.23	Placement Agency Agreement between Maxim Group LLC and the Company dated January 22, 2024.	8-K	10.1	Jan. 22, 2024
10.24	Form of Securities Purchase Agreement dated as of January 22, 2024.	8-K	10.2	Jan. 22, 2024
10.25	Form of Notice of Grant and Stock Option Agreement	10-K	10.25	Mar. 29, 2024
10.26	Form of Restricted Stock Award Agreement	10-K	10.26	Mar. 29, 2024
10.27	Form of Restricted Unit Award Agreement	10-K	10.27	Mar. 29, 2024

10.28	Termination of Pre-Paid Advance Agreement dated February 8, 2024	10-K	10.28	Mar. 29, 2024
10.29	Addendum to Employment Agreement between Nutex Health Inc. and Thomas T. Vo dated as of February 8, 2024	8-K	10.1	Feb. 9, 2024
10.30	Employment Agreement between Nutex Health Inc. and Michael Chang dated as of September 9, 2022	10-K	10.30	Mar. 29, 2024
10.31	Amendment to Employment Agreement between Nutex Health Inc. and Michael Chang dated as of January 31, 2024	10-K	10.31	Mar. 29, 2024
19.1	Securities Trading Policy	10-K	19.1	Mar. 31, 2025
21.1	List of Subsidiaries	10-K	21.1	Mar. 31, 2025
23.1	Consent of Marcum LLP	10-K	23.1	Mar. 31, 2025
31.1*	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	10-K	32.1	Mar. 31, 2025
32.2	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	10-K	32.2	Mar. 31, 2025
97.1	Nutex Health Inc. Compensation Recovery Policy	10-K	97.1	Mar. 31, 2025
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
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.

April 30, 2025	/s/ Thomas T. Vo
	Thomas T. Vo
	Chief Executive Officer and Chairman of the Board (principal executive officer)

April 30, 2025	/s/ Jon C. Bates
	Jon C. Bates
	Chief Financial Officer (principal financial officer and principal accounting officer)

April 30, 2025	/s/ Warren Hosseinion
	Warren Hosseinion
	President and Director

April 30, 2025	/s/ Kelvin Spears
	Kelvin Spears
	Director

April 30, 2025	/s/ Cheryl Grenas
	Cheryl Grenas
	Director

April 30, 2025	/s/ Michael L. Reed
	Michael L. Reed
	Director

April 30, 2025	/s/ Mitchell Creem
	Michell Creem
	Director


April 30, 2025	/s/ Scott J. Saunders
	Scott J. Saunders
	Director

Amendment: SEC Form 10-K/A filed by Nutex Health Inc.