Nutex Health Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
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): May 15, 2025
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Item 4.01 Changes in Registrant’s Certifying Accountant.
The Audit Committee of the Board of Directors (the “Committee”) of Nutex Health Inc. (the “Company”) concluded a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| (a) | Dismissal of Independent Registered Public Accounting Firm |
On May 15, 2025, the Committee notified CBIZ CPAs P.C. (“CBIZ”) of its dismissal as the Company’s independent registered public accounting firm, and CBIZ did not issue an audit report on the Company’s financial statements. Please refer to the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2025.
During the three-month period ended March 31, 2025 and through May 15, 2025, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the following material weaknesses in the Company’s internal control over financial reporting:
| ● | The Company had ineffective design, implementation and operation of controls over logical access, program change management and vendor management: |
| o | appropriate restrictions that would adequately prevent users from gaining inappropriate access to the financially relevant systems. |
| o | IT programs and data changes affecting the Company’s financial IT applications and underlying accounting records, are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT systems were complete and accurate. Automated process-level and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency. |
| o | key third party service provider SOC reports were obtained and reviewed. |
| ● | Business process controls across all financial reporting processes were not effectively designed and implemented to properly address the risk of material misstatement, including controls without proper segregation of duties between preparer and reviewer and key management review controls. |
| ● | Ineffective design and implementation of controls over the completeness and accuracy of information included in key spreadsheets supporting the financial statements. |
The Company has provided a copy of the foregoing disclosures to CBIZ and requested that CBIZ furnish it with a letter addressed to the Securities and Exchange Commission stating whether CBIZ agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of CBIZ’s letter, dated May 21, 2025, is filed as Exhibit 16.1 to this Form 8-K.
| (b) | Engagement of New Independent Registered Public Accounting Firm |
The Committee, effective as of May 15, 2025, approved the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
During the fiscal years ended December 31, 2024 and 2023 and in the subsequent interim period from January 1, 2025 to May 15, 2025, neither the Company nor anyone on its behalf consulted with Grant Thornton regarding (i) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or (iii) any reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit |
16.1 | Letter from CBIZ CPAs P.C. to the Securities and Exchange Commission dated May 21, 2025 |
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. |