Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment
No. __)
| Nutex Health Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| 67079U 108 |
| (CUSIP Number) |
|
Premier Macy Management Holdings, LLC Attn: Matthew Stephen Young 2819 Cypress Dr. Texarkana, TX 75503 (903) 733-0257
with a copy to: Gislar Donnenberg Locke Lord LLP 600 Travis, Suite 2800 Houston, TX 77002 (713) 226-1200 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| April 1, 2022 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
| CUSIP No. | 67079U 108 |
| 1 | NAMES OF REPORTING PERSONS | ||
| Premier Macy Management Holdings, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
| ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Texas | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
| 42,134,210 | |||
| 8 | SHARED VOTING POWER | ||
| 0 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 42,134,210 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 42,134,210 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 6.5453% (1) | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| OO | |||
(1) Based upon 643,736,691 shares of Common Stock outstanding as of April 1, 2022, as disclosed by the Issuer to the Reporting Persons in connection with the issuance of shares of Common Stock.
| 2 |
| CUSIP No. | 67079U 108 |
| 1 | NAMES OF REPORTING PERSONS | ||
| Matthew Stephen Young | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
| ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Texas | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
| 0 | |||
| 8 | SHARED VOTING POWER | ||
| 42,134,210 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 42,134,210 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 42,134,210 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 6.5453% (1) | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| IN | |||
(1) Based upon 643,736,691 shares of Common Stock outstanding as of April 1, 2022, as disclosed by the Issuer to the Reporting Persons in connection with the issuance of shares of Common Stock.
| 3 |
| CUSIP No. | 67079U 108 |
| 1 | NAMES OF REPORTING PERSONS | ||
| Cynthia J. Young | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
| ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Texas | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
| 0 | |||
| 8 | SHARED VOTING POWER | ||
| 42,134,210 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 42,134,210 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 42,134,210 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 6.5453% (1) | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| IN | |||
(1) Based upon 643,736,691 shares of Common Stock outstanding as of April 1, 2022, as disclosed by the Issuer to the Reporting Persons in connection with the issuance of shares of Common Stock
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Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value $0.001 per share, of Nutex Health Inc., a Delaware corporation, with principal executive offices located at 6030 S. Rice Ave., Suite C, Houston, Texas 77081.
Item 2. Identity and Background
(a) This Schedule 13D is being filed on behalf of (i) Dr. Matthew Stephen Young, a director of the Company, (ii) Cynthia J. Young and (iii) Premier Macy Management Holdings, LLC (collectively with Dr. Young and Ms. Young, the “Reporting Persons”).
Premier Macy Management Holdings, LLC is owned 100% by Macy GP LLC. The First Amended & Restated Matthew Stephen Young & Cynthia Jane Young Joint Living Trust (the “Young Trust”) owns 99% of Macy GP LLC and Ms. Young owns the remaining 1%. Each of Dr. Young and Ms. Young are trustees of the Young Trust.
Premier Macy Management Holdings, LLC is the direct beneficial owner of the shares of Company Common Stock reported herein, and each of Dr. Young and Ms. Young, as co-trustees of the Young Trust, the 99% owner of Macy GP LLC, the 100% owner of Premier Macy Management Holdings, LLC, can be deemed to be the beneficial owners of the shares reported herein.
(b) The principal business address for the Reporting Persons is 2819 Cypress Dr., Texarkana, TX 75503.
(c) The principal occupation of Dr. Young is emergency physician. The principal occupation of Cynthia J. Young is CEO of Texarcana Emergency Center & Hospital and the principal business of Premier Macy Management Holdings, LLC is to hold shares of Common Stock of Nutex Health Inc.
No Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(d) During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e) Both Dr. Young and Cynthia J. Young are citizens of the United States.
Item 3. Source and Amount of Funds or Other Considerations
On April 1, 2022, Nutex Health Inc. (formerly Clinigence Holdings, Inc.), a Delaware corporation (the “Company”), completed its business combination with Nutex Health Holdco LLC (“Nutex Holdco”) following the satisfaction or waiver of the conditions set forth in the Agreement and Plan of Merger, dated as of November 23, 2021, among the Company, Nutex Acquisition LLC (“Merger Sub”), Micro Hospital Holding LLC (“MHH”) (solely for the purposes of certain sections), Nutex Health LLC (solely for the purposes of certain sections) and Thomas T. Vo, solely in his capacity as the representative of the equityholders of Nutex (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Nutex, with Nutex surviving as a wholly owned subsidiary of the Company (the “Merger”).
In connection with the Merger Agreement, Nutex Holdco entered into Contribution Agreements with holders of equity interests (“Nutex Members”) of subsidiaries and affiliates of Nutex Holdco and MHH (collectively, the “Nutex Subsidiaries”) pursuant to which such Nutex Members agreed to contribute all or a portion of their equity interests in the Nutex Subsidiaries to Nutex Holdco in exchange for corresponding equity interests in Nutex Holdco (collectively, the “Contribution Transaction”), with the consummation of the Contribution Transaction occurring immediately prior to the Effective Time.
In connection with the Merger and as of the effective time of the Merger (the “Effective Time”) each unit representing an equity interest in Nutex Holdco issued and outstanding immediately prior to the Effective Time of the Merger (a “Nutex Membership Interest”) was converted into the right to receive 3.571428575 (the “Exchange Ratio”) shares of common stock of the Company, par value $0.001 per share (the “Company Common Stock”), as adjusted as set forth in the Merger Agreement, that results in the former Nutex equityholders having a right to receive an aggregate of 592,791,712 shares of Company Common Stock.
Accordingly, in the merger, Premier Macy Management Holdings, LLC received 42,134,210 shares of Company Common Stock in exchange for its membership interests in Nutex Holdco.
Also in connection with the Merger, Matthew Stephen Young, MD, became a director on the board of directors of the Company, following his election at the special meeting of the shareholders of the Company on March 16, 2022. Each of Dr. Young and Ms. Young, as co-trustees of the Young Trust, the 99% owner of Macy GP LLC, the 100% owner of Premier Macy Management Holdings, LLC, can be deemed to be the indirect beneficial owners of the 42,134,210 shares of Company Common Stock held by Premier Macy Management Holdings, LLC. Such shares represent a 6.5453% ownership interest in the Company, based on 643,736,691 shares of Company Common Stock outstanding immediately after the Effective Time.
Item 4. Purpose of Transaction
The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
Item 5. Interest in Securities of the Issuer
(a) Premier Macy Management Holdings, LLC is the direct beneficial owner of 42,134,210 shares of Common Stock, representing 6.5453% of the outstanding Common Stock of the Company based on 643,736,691 shares of Company Common Stock outstanding immediately after the Effective Date. Each of Dr. Young and Ms. Young, as co-trustees of the Young Trust, the 99% owner of Macy GP LLC, the 100% owner of Premier Macy Management Holdings, LLC, can be deemed to be the indirect beneficial owners of the shares reported her ein.
(b) Premier Macy Management Holdings, LLC, as the direct beneficial owner of the shares of Company Common Stock reported herein, has sole power to vote and dispose, and each of Dr. Young and Ms. Young, as co-trustees of the Young Trust, the 99% owner of Macy GP LLC, the 100% owner of Premier Macy Management Holdings, LLC, can be deemed to be the beneficial owners of the shares reported herein and have shared power to vote and dispose such shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.
Lock-Up Agreement. On April 1, 2022, each member of Nutex Holdco entered into a Lock-Up Agreement agreeing not to, without the prior written consent of the Company and except in limited circumstances (i) offer, pledge, sell, contract to sell, sell any option or contract purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of their shares of Company Common Stock received in the Merger or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of such shares.
The lock-up restrictions terminate with respect to one-third of the shares of Company Common Stock issued in connection with the Merger immediately following each of (i) six months after the Effective Time of the Merger, (ii) twelve months after the Effective Time of the Merger and (iii) eighteen months after the Effective Time of the Merger.
Registration Rights Agreement. Pursuant to a Registration Rights Agreement (the “Registration Rights Agreement”) dated as of April 1, 2022, among Nutex Health Inc., Nutex Holdco and the former Nutex equityholders, the Company has agreed to file a resale registration statement to register the shares of Company Common Stock received by the former Nutex equityholders, as promptly as possible but in no event more than three months following the Effective Time of the Merger and to use its commercially reasonable efforts to have it declared effective no later than six months after the Effective Time of the Merger. The Company has agreed to use its commercially reasonable efforts to maintain the effectiveness of the resale registration statement continuously until the date that is the earlier of (i) two years following the effectiveness of the resale registration statement or (ii) the date that is the earlier of (A) the date that all securities covered by the resale registration statement may be sold by the holders under Rule 144 (and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1) (or Rule 144(i)(2), if applicable)) or (B) the date on which the holders no longer hold any securities covered by the resale registration statement.
The Registration Rights Agreement terminates on the earlier of (i) the date when there are no shares subject to the Registration Rights Agreement or (ii) the dissolution or liquidation of the Company.
Item 7. Material to Be Filed as Exhibits
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: April 11, 2022 | PREMIER MACY MANAGEMENT HOLDINGS, LLC |
| By MACY GP LLC | |
| By FIRST AMENDED & RESTATED MATTHEW STEPHEN YOUNG & CYNTHIA YOUNG JOINT LIVING TRUST | |
| /s/ Matthew Stephen Young | |
By: Matthew Stephen Young Its: Trustee | |
| /s/ Cynthia J. Young | |
By: Cynthia J. Young Its: Trustee | |
| MATTHEW STEPHEN YOUNG | |
| /s/ Matthew Stephen Young | |
| Matthew Stephen Young | |
| CYNTHIA J. YOUNG | |
| /s/ Cynthia J. Young | |
| Cynthia J. Young |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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