CLINIGENCE HOLDINGS AND NUTEX HEALTH ANNOUNCE COMPLETION OF MERGER AND LISTING ON THE NASDAQ CAPITAL MARKET

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Benzinga
By Pr Newswire

FORT LAUDERDALE, Fla. and HOUSTON, April 4, 2024 /PRNewswire/ -- Clinigence Holdings, Inc. (Clinigence or the Company) NUTX, a primary care-centric, technology-enabled, risk-bearing population health management company, and Nutex Health Holdco LLC (Nutex Holdco), together with its affiliates comprising one of the largest independent operators of micro hospitals and hospital outpatient departments in the United States, today announced the successful completion of their business combination. The newly combined company, which will continue under the new name Nutex Health Inc., brings together two complementary healthcare organizations.

The shares of common stock of Nutex Health Inc., which had been traded on the OTC Pink Marketplace under the ticker symbol CLNH, have been approved for listing on The Nasdaq Capital Market (NASDAQ). The Company's common stock is expected to start trading on NASDAQ on April 4, 2024 under the new ticker symbol NUTX.

In the merger, holders of membership interests in Nutex Holdco (primarily comprised of physician-owners who had prior to the merger contributed to Nutex Holdco all or a portion of their ownership interests in Nutex-affiliated hospitals) received an aggregate of 590,291,712 shares of Company common stock, representing approximately 92% percent of the issued and outstanding common stock of the newly combined company. 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 the Merger in exchange for membership interests in Nutex Holdco were calculated based on trailing twelve months (TTM) of earnings before interest, taxes, depreciation and amortization (EBITDA) attributable to the contributed ownership interests in Nutex-affiliated hospitals at September 30, 2023 of $163.9 million. This EBITDA figure is an unaudited non-GAAP financial measure and is not intended to be used as a measure of financial performance but rather is to be viewed solely as the basis for calculation of the Merger consideration.

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