NUTX — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-06

• •The NSA empowers HHS to assess penalties against insurers for failure to comply with the NSA, including timely payment of CIDRE awards. However, significant enforcement gaps remain in the current law. For example, during 2025, the United States Courts of Appeals for the Fifth and Eleventh Circuits …

• •Highlighting the complexity and uncertainty with the NSA and IDR process and the unsuccessful results by various insurers, there are numerous pending lawsuits brought by insurers against IDR vendors and providers (other than Nutex), challenging the awards made in favor of the IDR vendors (including…

• •Reopening of Disputes Closed Prior to June 6, 2025 Only for CIDRE Clerical, Jurisdictional or Procedural Errors. On June 6, 2025 HHS published a Technical Assistance allowing the reopening of disputes (1) received on or after June 6, 2025, or (2) received prior to June 5, 2025, but not responded to…

• •Federal IDR Operations Final Rule. On May 28, 2026, CMS and federal agencies published the Federal Independent Dispute Resolution Operations final rule, significantly restructuring the Federal IDR Process. Key changes include:

• •the non-refundable administrative fee was reduced from $115 to $15 per party per dispute for disputes initiated on or after June 11, 2026;

Text removed vs the prior filing · source: 10-Q · 2026-04-30

• •The NSA empowers HHS to assess penalties against insurers for failure to comply with the NSA, including timely payment of CIDRE awards. However, as illustrated by the pending legislation discussed below under “Future Expectations,” significant enforcement gaps remain in the current law.

• •Highlighting the complexity and uncertainty with the NSA and IDR process and the unsuccessful results by various insurers, there are numerous pending lawsuits brought by insurers against IDR vendors and providers (other than Nutex), challenging the awards made in favor of the IDR vendors and provid…

• to dismiss against the insurers, primarily on the grounds that IDR decisions are not reviewable by courts. In addition, citing the California District Court’s dismissal, the United States District Court for the Eastern District of Pennsylvania granted the provider’s motion to dismiss against the ins…

• •Reopening of Disputes Closed Prior to June 6, 2025 Only for CIDRE Clerical, Jurisdictional or Procedural Errors. On June 6, 2025 HHS published a Technical Assistance allowing the reopening of arbitration cases closed prior to June 6, 2025 solely for clerical, jurisdictional or procedural errors by …

• •Between January 1, 2025, and June 30, 2025, disputing parties initiated 1,186,812 disputes through the Federal IDR portal, 39% more than the last six months of 2024 (853,374 disputes).

Text added vs the prior filing · source: 10-Q · 2026-08-06

• On September 8, 2025, a purported stockholder filed a derivative action on behalf of Nutex Health Inc. in the United States District Court for the Southern District of Texas, captioned Juan Camilo Jimenez, derivatively on behalf of Nutex Health Inc., Case No. 4:25-cv-04253, naming as defendants the …

Text removed vs the prior filing · source: 10-Q · 2026-04-30

• On September 8, 2025, a purported stockholder filed a derivative action on behalf of Nutex Health Inc. in the United States District Court for the Southern District of Texas, captioned Juan Camilo Jimenez, derivatively on behalf of Nutex Health Inc., Case No. 4:25-cv-04253, naming as defendants the …

• President, along with the current members of its Board of Directors (other than Frank E. Jaumot) and a director who recently retired from the Board of Directors, alleging, among other things, violations of Section 14(a) of the Exchange Act, breaches of fiduciary duties, unjust enrichment, abuse of c…

Text added vs the prior filing · source: 10-Q · 2026-08-06

• The Implementation of the Federal Independent Dispute Resolution process has, and may continue in the future, result in significant volatility in our quarterly financial results and materially adversely affect the trading price of our common stock.

• We recognize revenue at the time of service based on the estimated transaction price we expect to receive from third-party payers. We apply Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606 – Revenue from Contracts with Customers in making estimates of our earne…

• Due to the ongoing operational volatility of the IDR framework and the implementation of these portal modifications, there is inherent uncertainty regarding the ultimate timing and impact of these updates on our financial results. Revenue associated with these estimates is recognized as information …

• may result in fluctuations in patient revenue between the period services are rendered and the period related adjustments are recorded. As a result, we may experience significant volatility in our quarterly financial results, which may have a materially adverse effect on the trading price of our com…

• Certain former doctor owners dispute the number of shares issuable to them under the earn out formula approved in connection with the merger.

Text removed vs the prior filing · source: 10-Q · 2026-04-30

• Our obligation to issue additional shares of our common stock to former doctor owners of under construction hospitals may cause significant dilution of the voting power of our current stockholders.

• We may be required to issue the additional shares of our common stock to former doctor owners of hospitals that were under construction and non-operational prior to our April 1, 2022 merger. Such former owners, including Dr. Vo, transferred their hospital interests to Nutex Health Holdco LLC in conn…

• With respect to eight hospitals, the initial 24-month operational periods expired on or prior to March 31, 2026. Based on the formula described above, and assuming an aggregate 1,374,614 shares issued, the earn out shares represent approximately 19.8% of our issued and outstanding shares as of March…

• With respect to two additional hospitals with an initial 24-month operational period expiring on or prior to December 31, 2026, we estimate, based on current expectations, to issue approximately 47,100 additional shares, or 0.7% of our issued and outstanding shares as of March 31, 2026 (including sh…

• Former owners of certain under construction hospitals have disputed the number of additional shares issuable to them in accordance with the formula agreed upon at the time of the merger (as described above) and assert, among other things, that the number of shares in the calculation should not be ad…