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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nutex Health Inc | NASDAQ:NUTX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0247 | -3.35% | 0.712 | 0.712 | 0.728 | 0.75 | 0.7075 | 0.74 | 110,902 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
(Address of principal executive offices) (zip code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported in Item 5.07 below, at its Annual Meeting of Stockholders (the “Annual Meeting”) held on June 29, 2023, the stockholders of Nutex Health Inc. (“Nutex” or the “Company”) approved the Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan (the “2023 Plan”) and the Nutex Health Inc. 2023 Employee Stock Purchase Plan (the “2023 ESPP”). Under the 2023 ESPP, the first Purchase Period (as defined in the 2023 ESPP) will commence on July 1, 2023 and terminate on September 30, 2023. The 2023 Plan and 2023 ESPP are described in more detail in Nutex’s 2023 definitive proxy statement on Form DEF 14A (“Proxy Statement”), filed with the Securities and Exchange Commission on May 19, 2023.
The foregoing description, and the description incorporated by reference from the Proxy Statement, are qualified in their entirety by reference to the 2023 Plan and the 2023 ESPP, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, to this Current Report on 8-K, respectively.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As reported in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved the Company’s Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”), to:
● | increase the number of authorized shares of our common stock from 900,000,000 to 950,000,000; and |
● | add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law. |
The Board previously adopted the Second Amended and Restated Certificate of Incorporation subject to approval by the Company’s stockholders at the Annual Meeting. The Second Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on 8-K and is incorporated herein by reference. A more detailed description of the Second Amended and Restated Certificate of Incorporation and the changes effected was included in the Company’s Proxy Statement, which description is incorporated in its entirety herein by reference. The foregoing description of the Second Amended and Restated Certificate of Incorporation is not intended to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Certificate of Incorporation.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Nutex was held on June 29, 2023, to vote on the following nine proposals, for which the final vote results are set forth below:
1. | Each of our director nominees was elected for a term expiring in 2024. |
Nominee | For | Withheld | Total Broker Non-Votes | ||||||||
Thomas T. Vo | 397,131,242 | 33,156,112 | 55,272,241 | ||||||||
Warren Hosseinion | 374,224,778 | 56,062,576 | 55,272,241 | ||||||||
Danniel Stites | 414,842,569 | 15,444,785 | 55,272,241 | ||||||||
John Waters | 413,165,593 | 17,121,761 | 55,272,241 | ||||||||
Cheryl Grenas | 397,331,961 | 32,955,393 | 55,272,241 | ||||||||
Michael L. Reed | 397,189,984 | 33,097,370 | 55,272,241 | ||||||||
Mitchel Creem | 409,459,787 | 20,827,567 | 55,272,241 |
2. | The Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan was approved. |
For | Against | Abstain | Broker Non-Votes | |
341,569,765 | 86,737,458 | 1,980,131 | 55,272,241 |
3. | An amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 900,000,000 to 950,000,000 was approved. |
For | Against | Abstain | |
329,679,669 | 154,683,357 | 1,196,569 |
4. | An amendment to our Amended and Restated Certificate of Incorporation to limit the liability of officers of Nutex Health Inc. as permitted by recent amendments to Delaware law was approved. |
For | Against | Abstain | Broker Non-Votes | |
370,312,805 | 55,325,133 | 4,649,416 | 55,272,241 |
5. | The compensation of our named executive officers was approved, on an advisory basis. |
For | Against | Abstain | Broker Non-Votes | |
357,154,478 | 72,863,958 | 268,918 | 55,272,241 |
6. | “3 Years” was approved, on an advisory basis, as the frequency with which the Company should hold future advisory votes on the compensation of the Company’s named executive officers. |
3 Years | 2 Years | 1 Year | Broker Non-Votes | |||||||||||||||
332,467,009 | 2,186,394 | 95,622,360 | 55,283,832 |
7. | An amendment to the Company’s Second Amended and Restated Certificate of Incorporation was approved to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a split ratio of between 1-for-2 and 1-for-15, if and when determined by the Board of Directors in its sole discretion, prior to the one-year anniversary of this Annual Meeting. |
For | Against | Abstain | |
388,368,187 | 95,908,290 | 1,283,118 |
8. | Marcum LLP was ratified as our independent registered public accounting firm for the year ending December 31, 2023: |
For | Against | Abstain | |
438,372,406 | 43,567,308 | 3,619,881 |
9. | The Nutex Health Inc. 2023 Employee Stock Purchase Plan was approved. |
For | Against | Abstain | Broker Non-Votes | |
423,424,537 | 5,283,394 | 1,579,423 | 55,272,241 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit |
3.1* | |
10.1 | |
10.2* | |
104 | Cover Page Interactive Data File – (embedded within Inline XBRL document). |
* Filed herewith
Exhibit 3.1
3211383 8100 SR# 20232906685 | | | Authentication: 203672509 Date: 07-03-23 | |
You may verify this certificate online at corp.delaware.gov/authver.shtml |
State of Delaware
Secretary of State
Division of Corporations
Delivered 05:00 PM 06/30/2023
FILED 05:00 PM 06/30/2023
SR 20232906685 - File Number 3211383
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NUTEX HEALTH INC.
Nutex Health Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify that:
1. | The name of this Corporation is Nutex Health Inc. and this Corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware on April 13, 2000 under the name "Big Vault.com, Inc." |
2. | This Second Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A has been duly adopted in accordance with the provisions of Sections 228, 242, and 245 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation. |
3. | This Second Amended and Restated Certificate of Incorporation so adopted reads in full as set forth in Exhibit A attached hereto and is hereby incorporated herein by this reference. |
IN WITNESS WHEREOF, this Second Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on the 30th day of June, 2023.
By: /s/ Thomas T. Vo
Chief Executive Officer and Chairman
EXHIBIT A
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NUTEX HEALTH INC.
FIRST: The name of the corporation is Nutex Health Inc. (hereinafter called the "Corporation").
SECOND: The address of the Corporation's registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle 19808. The name of the Corporation's registered agent at such address is Corporation Service Company.
THIRD: The nature of the business and of the purposes to be conducted or promoted by the Corporation are to conduct any lawful business, to promote any lawful purpose and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 950,000,000 shares of Common Stock, $.001 par value per share.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the Corporation.
SEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
EIGHTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such elimination or limitation of liability is not permitted under the Delaware General Corporation Law as presently in effect or as the same may hereafter be amended. No amendment or repeal of this provision shall apply to or have any effect on the liability of any director or officer of the Corporation for any acts or omissions of such director or officer occurring prior to such amendment or repeal.
NUTEX HEALTH INC.
2023 EMPLOYEE STOCK PURCHASE PLAN
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Document and Entity Information |
Jun. 29, 2023 |
---|---|
Document and Entity Information [Abstract] | |
Document Type | 8-K |
Document Period End Date | Jun. 29, 2023 |
Entity Registrant Name | NUTEX HEALTH INC. |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-41346 |
Entity Tax Identification Number | 11-3363609 |
Entity Address, Address Line One | 6030 S. Rice Ave |
Entity Address, Adress Line Two | Suite C |
Entity Address, City or Town | Houston |
Entity Address State Or Province | TX |
Entity Address, Postal Zip Code | 77081 |
City Area Code | 713 |
Local Phone Number | 660-0557 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.001 par value |
Trading Symbol | NUTX |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001479681 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
1 Year Nutex Health Chart |
1 Month Nutex Health Chart |
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