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): August 22, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(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:
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 8.01 Other Events.
On August 22, 2025, a putative securities class action complaint was filed in the United States District Court for the Southern District of Texas in Harris County (Anjana Bhagavan v. Nutex Health Inc., Case No. 4:25-cv-03999). The complaint named Nutex Health Inc. (the “Company”), our Chairman of the Board and Chief Executive Officer, our Chief Financial Officer and our President and Director as defendants and asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. The allegations in the complaint track a recent short seller report. The plaintiff seeks unspecified damages. The Company disputes the allegations in the complaint and intends to vigorously defend the lawsuit. At this stage, the Company is unable to predict the outcome of the litigation or estimate the potential financial impact, but an adverse ruling could have a material adverse effect on the Company’s financial position or results of operations.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s intent to defend the lawsuit and its expectations regarding the potential impact of the litigation. Forward-looking statements are subject to risks and uncertainties that could cause actual outcomes to differ materially from those expressed or implied in the forward-looking statements, including risks related to litigation outcomes, legal costs, and the other factors described in the Company’s periodic reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statement, except as required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: August 25, 2025 | |||||
| Nutex Health Inc. | |||||
By: /s/ Jon C. Bates | |||||
| Jon C. Bates | |||||
| Chief Financial Officer | |||||