NUTX Nutex Health Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  February 8, 2024

NUTEX HEALTH INC.

(Exact name of registrant as specified in its charter)

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‎6030 S. Rice Ave, Suite C, Houston, Texas 77081

(Address of principal executive offices) (zip code)

‎(713) 660-0557‎

(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 (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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. Appointment of Certain Officers; Election of Directors; Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers  

In connection with Nutex Health Inc.’s (the “Company”) previously-disclosed Streamlined Strategic Plan, our Chief Executive Officer (CEO) Thomas T. Vo. M.D., recommended to the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that his annual base salary be reduced by 50% from $1,000,000 to $500,000. The Committee approved Dr. Vo’s recommendation. Pursuant to an Addendum to Employment Agreement (the “Addendum”) dated February 8, 2024, Dr. Vo’s annual base salary reduction will go into effect immediately. The Compensation Committee has the authority to reinstate Dr. Vo’s annual base salary at any time they deem appropriate, in their sole discretion. The foregoing description of the Addendum does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Addendum, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Exhibit 10.1

 ADDENDUM TO EMPLOYMENT AGREEMENT

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THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) made and entered into on February 8, 2024, by and between Nutex Health, Inc., a Delaware corporation (the “Company”), and Thomas T. Vo (the “Executive” and together with the Company referred to as the “Parties”) modifies the existing Employment Agreement between the Parties dated April 1, 2022  (the “Employment Agreement”).

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1.Temporary Salary Adjustment

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Effective February 1, 2024 the Executive’s current annual base salary of one million U.S. dollars ($1,000,000) will be temporarily adjusted to an annual base salary of five hundred thousand U.S. dollars ($500,000). This salary adjustment is due to the Company’s strategic cost cutting plan and budget constraints and is intended as a temporary measure.

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2. Duration

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This salary adjustment shall remain in effect from February 1, 2024, until the Company’s Compensation Committee and Independent Board Directors determine and approve an end date, at which point the Executive’s salary shall revert to the original annual base salary of one million U.S. dollars ($1,000,000) as specified in the original Employment Agreement, unless further modified by mutual agreement of both parties in writing.

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3.Continuation of Employment Terms

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Except as expressly modified by this Addendum, all other terms and conditions of the original Employment Agreement shall remain in full force and effect. This Addendum shall be considered part of the original Employment Agreement.

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4.Acknowledgment

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By signing this Addendum, the Executive acknowledges their agreement to the temporary salary adjustment and confirms their understanding that all other terms of their employment remain unchanged and in full effect.

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[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first above written.

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Nutex Health Inc.

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EXECUTIVE

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