Nutex Health, Inc.

Previous wording

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in our Form 10-K for the year ended December 31, 2024, the risk factors contained in Item 8.01 of our Current Report on Form 8-K filed on August 21, 2025, and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Current wording

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in our Form 10-K for the year ended December 31, 2024 and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Previous wording

On July 22, 2025, a short seller report that contained various allegations against the Company was published, that had an adverse impact on the market price of our common stock. This report disclosed the writer had a short position with respect to our common stock. On July 23, 2025, the closing price of our common stock was $92.90, representing a decrease of $18.29 or 16.5% compared to the closing price of our common stock on July 21, 2025, prior to the publication of the report(See Management’s Arbitration process discussion under Part I. Item 2).

Current wording

On July 22, 2025, a short seller report that contained various allegations against the Company was published, that had an adverse impact on the market price of our common stock. This report disclosed the writer had a short position with respect to our common stock. On July 23, 2025, the closing price of our common stock was $92.90, representing a decrease of $18.29 or 16.4% compared to the closing price of our common stock on July 21, 2025, prior to the publication of the report. We cannot assure you that others will not publish similar misleading reports in the future. The publication of any such commentary regarding us may bring about a temporary, or long term, decline in the market price of our common stock. Similar declines in the market price of our common stock may occur in the future, in connection with such commentary by short sellers or otherwise.

Previous wording

With respect to six hospitals, the initial 24-month operational periods expired on or prior to June 30, 2025. Based on the formula described above, we expect the aggregate number of shares issuable to be up to 1,051,924, or approximately 15.9% of our currently outstanding shares, on a fully diluted basis assuming the exercise of all outstanding warrants and options and vesting of all outstanding restricted stock units. The actual issuance is currently pending finalization of the review process with the former doctor owners of each hospital.

Current wording

With respect to seven hospitals, the initial 24-month operational periods expired on or prior to September 30, 2025. Based on the formula described above, and assuming an aggregate 1,359,624 shares issued, the earn out shares will represent approximately 19.7% of outstanding shares as of September 30, 2025.

Previous wording

With respect to four 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 283,400 additional shares, or 4.3% of currently outstanding shares. See Part I - Item 1 – Notes to Condensed Consolidated Financial Statements (unaudited) – Note 11 – Stock Based Compensation. This estimated number of shares is calculated on a pro forma basis based on June 30, 2025 operating results and trading price. Since we cannot predict future operating results and trading prices, the actual number of additional shares issued may differ significantly from our estimate.

Current wording

With respect to three 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 218,600 additional shares, or 3.2% of our outstanding shares as of September 30, 2025. See Part I - Item 1 – Notes to Condensed Consolidated Financial Statements (unaudited) – Note 11. This estimated number of shares is calculated on a pro forma basis based on September 30, 2026 operating results and trading price. Since we cannot predict future operating results and trading prices, the actual number of additional shares issued may differ significantly from our estimate.