A primary care-centric, technology-enabled, risk-bearing population health management company, Clinigence Holdings, Inc., and Nutex Health Holdco LLC together with its affiliates, one of the largest independent operators of micro-hospitals and hospital outpatient departments in the United States, announced today the completion of their business combination. The newly united firm, which will continue to operate under "Nutex Health Inc.," combines two complementary healthcare companies.
The Nasdaq Capital Market has authorized the listing of Nutex Health Inc.'s common stock, which was formerly traded on the OTC Pink Marketplace under the ticker code "CLNH". On April 4, 2022, the Company's common stock is planned to begin trading on NASDAQ under the new ticker symbol "NUTX."
Holders of membership interests in Nutex Holdco received an aggregate of 590,291,712 shares of Company common stock, representing approximately 92 percent of the newly combined company's issued and outstanding common stock. As disclosed in Clinigence's proxy statement relating to the Merger filed with the Securities and Exchange Commission on February 14, 2022, the number of shares issued in exchange for membership interests in Nutex Holdco was determined based on the trailing twelve months' earnings before interest, taxes, depreciation, and amortization attributable to the contributed ownership interests in Nutex-affiliated hospitals as of September 30, 2021. This EBITDA number is an unaudited non-GAAP financial metric. Accordingly, it should not be seen as a proxy for economic performance but rather as the basis for calculating the Merger consideration.
Tom Vo, M.D., MBA, will serve as Chairman and Chief Executive Officer; Warren Hosseinion, M.D., will serve as President; Mike Bowen will help as Chief Financial Officer, and Denise Pufal will serve as Chief Operating Officer. In addition, Michael Chang, M.D., will serve as Chief Medical Officer; Larry Schimmel, M.D., will serve as Chief Medical Information Officer; Elisa Luqman, J.D., MBA, will serve as Chief Legal Officer (SEC); and Pamela Montgomery, J.D., LL.M, MSN, BSN, R.N., will serve as Chief Legal Officer.
The Board of Directors will be comprised of seven members: four independent appointments (Mitch Creem, John Waters, CPA, Michael Reed, and Cheryl Grenas, R.N., MSN), as well as Drs. Vo, Hosseinion, and Matt S. Young, M.D.
"We are very pleased to announce the completion of our merger with Clinigence Holdings to create one of the leading integrated care delivery models in the nation. We believe the combination of the resources of our two organizations is unique, and we are excited about our future. We anticipate highly attractive growth opportunities ahead. We would also like to thank all of our shareholders, employees and affiliated physicians for their continued support."
Tom Vo, M.D., MBA, Chairman and Chief Executive Officer of Nutex Health
"As a physician-led integrated hospital system with risk-bearing provider networks, we are committed to providing all of our patients with the most efficient and highest-quality care to ensure outstanding clinical, patient satisfaction and utilization outcomes," stated Warren Hosseinion, President of Nutex Health. "This merger, along with our listing on NASDAQ, are important milestones as we continue to build shareholder value."