SEC Form DEFA14A filed by Nutex Health Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.         )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐Definitive Proxy Statement

☒Definitive Additional Materials

☐Soliciting Material Under §240.14a-12

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Nutex Health Inc.

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required

☐Fee paid previously with preliminary materials

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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SUPPLEMENT DATED JUNE 26, 2025 TO
PROXY STATEMENT DATED JUNE 2, 2025

This document is a supplement dated June 26, 2025 (the “Supplement”) to the proxy statement dated June 2, 2025 and first mailed to stockholders of Nutex Health Inc. (the “Company”) on or about June 2, 2025, as supplemented on June 3, 2025 (as so supplemented, the “Proxy Statement”) in connection with its annual meeting (as the same may be adjourned or postponed, the “Annual Meeting”) of common stockholders of the Company which will be held on July 14, 2025 at 10:00 a.m., Central Time for the following purposes:

Thomas T. Vo, Warren Hosseinion, Cheryl Grenas, Michael L. Reed, Scott J. Saunders and Kelvin Spears; and to elect Frank E. Jaumot as a new member of our Board of Directors;

each to serve as directors and to hold office for a one-year term to expire at the 2026 annual meeting of stockholders or in the case of their resignation or removal, until their successors are duly elected and qualified;

INTRODUCTION AND EXPLANATORY NOTE

Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Proxy Statement. Except as described in this Supplement, the information provided in the Proxy Statement continues to apply. This Supplement and the documents referred to in this Supplement should be read in conjunction with the Proxy Statement, and the documents referred to in the Proxy Statement, each of which should be read in its entirety. To the extent that information in this Supplement differs from, updates, or conflicts with information contained in the Proxy Statement, the information in this Supplement supersedes the information in the Proxy Statement.

The purpose of this Supplement is to supplement the Proxy Statement to provide additional tabular disclosure of the anticipated dilutive effect of the Amendment Proposal, provide related historical burn rate disclosure, in line with the scoring criteria used by certain proxy advisors, and to correct minor typographical errors (the “Supplemental Disclosures”). Except as described in this Supplement, the information provided in the Proxy Statement is not amended, supplemented, or otherwise modified.

THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT AND THE PROXY STATEMENT SHOULD BE READ IN ITS ENTIRETY.

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SUPPLEMENTAL DISCLOSURES

All paragraph headings and page references refer to the headings and pages in the Proxy Statement before any additions or deletions resulting from the Supplemental Disclosures or any other amendments.

Supplemental Information to:

PROPOSAL 3: AMENDMENT TO THE 2023 EQUITY INCENTIVE PLAN

The first and second paragraph under the section entitled “The 2023 Plan Requires Additional Shares to Meet Our Forecasted Needs” is hereby amended and supplemented by adding the following bolded language and deleting the strikethrough language on page 25 of the Proxy Statement:

We currently forecast, over a three-year period and based on our three-year average, granting equity awards representing approximately 30,000 Shares per year (over a three-year period), or approximately 0.54% of our Shares outstanding as of May 16, 2025. Such estimate does not include any additional grants we expect to make to our employees in connection with the anticipated opening of new hospitals to carry out our growth strategy. We also anticipate Share forfeitures and cancellations of approximately 6,000 Shares over this period, based on our historic rates.

If our expectation for grants and forfeitures is accurate, our net grants (grants less forfeitures and cancellations) over the next year would be approximately 24,000 Shares, or approximately 0.43% of our Shares outstanding as of May 16, 2025. As a result, the actual number of shares issued under the 2023 Equity Incentive Plan may be substantially less than the 1,100,000 share reserve we are seeking our stockholders to approve.

The following supplemental disclosure is added at the end of the last paragraph on page 31 of the Proxy Statement:

Dilution and Burn Rate

We are seeking approval of an increase of 1,100,000 of shares available over the 10-year term of our 2023 Equity Incentive Plan, or the eight remaining years until 2033. If approved, the number of shares available may increase on January 1 of each year, in an amount equal to the lesser of (i) 5% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of Shares as is determined by the Board (for the text of the proposed Amendment, see Annex A to the Proxy Statement), provided that the Board may decide that there shall be no increase. As the plan administrator, the Board recognizes that equity awards dilute existing stockholders, and, therefore, is mindful to responsibly manage the growth of our equity compensation program. The Board is committed to effectively monitoring our equity compensation share reserve, including the amount of expected future award issuances, to ensure that we maximize stockholders’ value by granting the appropriate number of equity awards necessary to attract, reward, and retain employees, directors and consultants.

Further, the Board has delegated the administration of the 2023 Equity Incentive Plan to its Compensation Committee, which is comprised solely of directors meeting the independence standards of Nasdaq and the SEC and as such is independent from management. As stated on page 23 of the Proxy Statement, the Compensation Committee ensures that the Company’s compensation programs are aligned with the interests of the Company’s stockholders and the Company’s business goals in order to attain our ultimate objective of increasing stockholder value.

For fiscal year 2024, the Board and the Compensation Committee engaged Mercer, a national compensation consulting firm, to, among other things, assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as to assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and fair (see page 16 of the Proxy Statement). In

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addition, the Company must have shares available for awards to its growing number of employees to execute its growth strategy. In each of 2023 and 2024, we opened four new hospitals per year, and we expect to continue our growth strategy at similar levels, which will necessitate the issuance of incentive awards to our anticipated new employees. We cannot predict the ultimate number of shares that will be issued under the 2023 Equity Incentive Plan over its remaining term, and such number may be substantially less than the 1,100,000 share reserve we are seeking our stockholders to approve.

The following table illustrates the potential dilutive impact of the maximum of possible future equity awards under the proposed increase until the termination of the 2023 Equity Incentive Plan in 2033, based on 5,565,679 shares of Common Stock outstanding as of May 12, 2025, excluding the potential annual increase of up to 5% of then outstanding shares, which increase is solely at the discretion of our Board of Directors. The number of actual future awards and related share issuances under the 2023 Equity Incentive Plan is determined by both the value of incentive compensation attributed by the independent Compensation Committee to an executive officer or employee, and the trading price of the Company’s stock at the date of each respective grant.

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The following table provides information regarding our historical annual “burn rate” for the past three years:

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Stock-Based Compensation

As required under the accounting rules, in its Form 10-Q for the period ended March 31, 2025, the Company refers to both the awards made under the 2023 Equity Incentive Plan and the Additional Merger Shares (as defined below) as “Stock-Based Compensation.”

The Proxy Statement relates solely to the equity incentive compensation available for grant to officers, directors and employees of the Company under the 2023 Equity Incentive Plan. Separately, the Company may be required to issue additional shares, if any, to former owners of certain hospitals that were transferred to Nutex Health Holdco LLC (“Nutex Holdco”) in 2022 (the “Additional Merger Shares”). On April 1, 2022, in connection with the merger (“Merger”) of Nutex with a subsidiary of Clinigence Holdings, Inc., varying ownerships interests in certain hospitals were transferred to Nutex Holdco. A number of these hospitals had not become operational on April 1, 2022, the date of the Merger. The parties agreed, and the stockholders approved on April 1, 2022, the potential one-time payment of additional Merger consideration in the form of Additional Merger Shares to the former hospital owners based on the 12-month operational performance of such hospitals as determined at the end of a period ending 24 months after a particular hospital became operational. The formula to be used in the determination of the number of Additional Merger Shares was disclosed in the Merger proxy statement filed with the SEC on February 14, 2022, including its cover page, and in the Company’s subsequent periodic filings. The number of Additional Merger Shares to be issued is determined based on final operational results and the trading price of common stock at the end of the respective hospital’s 24-month operational period. As disclosed on page 17 of the Company’s Quarterly Report on Form 10-Q, filed on May 13, 2025, in “Note 10 – Stock Based Compensation” to the Company’s Condensed Consolidated Financial Statements (Unaudited), the Company accrues the cost of these obligations based on the probable outcome of these performance obligations. The Company recognized stock-based compensation expense related to these future obligations to former owners of certain hospitals for three months ended March 31, 2025 and March 31, 2024, of $36.0 million and $0 million, respectively, based on its current estimates of future obligations to the former owners of such hospitals.

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The headings on Pages 8, 23,24 and 33 are hereby amended and supplemented as follows:

Proposal Headings on Pages 8, 23, 24 and 33

With the exception of the incorrect numbering in the headings on pages 8, 23, 24 and 33, all proposals are correctly identified throughout the Proxy Statement, including the proxy card. Due to a word processing coding error with the heading of Proposal 1 on page 8, the headings of each proposal were subsequently erroneously renumbered. The headings to each proposal – on pages 8, 23, 24 and 33 – are hereby amended and supplemented to read correctly as follows.

Page 8: PROPOSAL 1: ELECTION OF DIRECTORS