[NT 10-Q] Nutex Health, Inc. SEC Filing

Rhea-AI Filing Summary

Nutex Health Inc. filed a Form 12b-25 to notify that its Quarterly Report on Form 10-Q for the period ended September 30, 2025 will be filed late. The company says it cannot meet the deadline without unreasonable effort and expense because it must first complete and file previously announced restatements of its 2024 Form 10-K and March 31, 2025 Form 10-Q, as well as the delayed June 30, 2025 Form 10-Q. Nutex Health received a Nasdaq notice on August 20, 2025 for not timely filing the June 30, 2025 Form 10-Q and obtained an extension to December 12, 2025, after which Nasdaq staff may issue a delisting notice if the report is still outstanding. The company also indicates that a significant change in results of operations versus the prior year is expected, with details referenced in an earlier Form 8-K, and it cautions that there is no assurance on the exact timing of the delayed filings.

Positive

• None.

Negative

• Multiple delayed SEC reports and required restatements – Nutex Health cannot timely file its September 30, 2025 Form 10-Q and must restate prior filings, indicating that earlier reported financial results will change.
• Nasdaq listing compliance risk with firm deadline – The company is already out of compliance for not filing its June 30, 2025 Form 10-Q; if it misses the extended December 12, 2025 deadline, Nasdaq staff may issue a delisting notice.
• Expected significant change in results of operations – Management states that earnings for the subject period will reflect a significant change from the prior-year quarter, with details referenced in a prior Form 8-K.

Insights

Equity and disclosure analyst

Late filings, restatements and Nasdaq compliance risk create a clearly negative disclosure event.

Nutex Health Inc. is using Form 12b-25 because it cannot file its September 30, 2025 Form 10-Q on time while it completes restatements of earlier financial statements and catches up on a delayed June 30, 2025 Form 10-Q. Restatements typically signal that prior reported numbers will change, and the company has already indicated that a significant change in results of operations versus the prior-year period is expected, with more detail in a prior Form 8-K.

The disclosure also highlights listing risk. Nutex Health received a Nasdaq notice on August 20, 2025 for failing to timely file the June 30, 2025 Form 10-Q and was granted an extension to December 12, 2025. If that report is not filed by then, Nasdaq staff may issue a delisting notice, which the company could appeal to a hearings panel. Actual impacts will depend on its ability to complete the restatements and file the outstanding reports within the stated extensions.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 001-41346

CUSIP Number: 67079U306

(Check one):

o

Form 10-K

o

Form 20-F

o

Form 11-K

x

Form 10-Q

o

Form 10-D

o

Form N-CEN

o

Form N-CSR

For Period Ended: September 30, 2025

			o			Transition Report on Form 10-K
			o			Transition Report on Form 20-F
			o			Transition Report on Form 11-K
			o			Transition Report on Form 10-Q
			o			For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable

PART I — REGISTRANT INFORMATION

NUTEX HEALTH INC.

Full Name of Registrant

Former Name if Applicable

6030 S. Rice Ave, Suite C

Address of Principal Executive Office (Street and Number)

Houston, TX 77081

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x			(a)			The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
			(b)			The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)			The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Nutex Health Inc. (the “Company”) will not, without unreasonable effort and expense, be able to file its Quarterly Report on Form 10-Q for the period ended September 30, 2025 (the “Form 10-Q”) within the prescribed time period.

As previously disclosed, the Company determined that it is necessary to restate certain previously issued financial statements, including its Annual Report on Form 10-K for the year ended December 31, 2024, and its Quarterly Report on Form 10-Q for the period ended March 31, 2025 (collectively, the “Restated Filings”). The Company must complete and file these Restated Filings prior to filing the Form 10-Q for the quarter ended June 30, 2025. As a result, the Company’s finance and accounting teams require additional time to complete the preparation of the Form 10-Q for the quarter ended September 30, 2025.

On August 20, 2025, the Company received a notice from The Nasdaq Stock Market LLC (the “Nasdaq Notice”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the "June 30, 2025 Form 10-Q”) with the Securities and Exchange Commission (the "SEC”). On October 15, 2025, in response to the Notice, the Company submitted to Nasdaq a plan to regain compliance with the Rule and requested an extension from the due date of its delinquent June 30, 2025 Form 10-Q until December 12, 2025, which was granted by Nasdaq on October 16, 2025. In the event the Company is not able to file the June 30, 2025 Form 10-Q with the SEC on or before December 12, 2025, the staff of Nasdaq will issue a delisting notice, which the Company may appeal to a Nasdaq Hearings Panel.

The Company is diligently working to complete the restatement process and expects to file the Form 10-Q/A for the period ended March 31, 2025, and the Form 10-Q for the period ended June 30, 2025, as soon as practicable and within the extension period granted by Nasdaq. However, no assurance can be provided as to the exact timing of such filings.

The Company expects to file the Form 10-Q for the period ended September 30, 2025, as soon as practicable and within the extended timeframe permitted under Rule 12b-25. However, no assurance can be given as to the exact timing of such filing. 

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification.

Jon C. Bates

713

660-0557

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

o Yes    x No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes    o No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. The anticipated changes are discussed in Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on August 14, 2025, which furnishes select unaudited financial information for the three and six months ended June 30, 2025. Disclosure Regarding Forward-Looking Statements This Notification of Late Filing on Form 12b-25 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,” “estimates” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectations regarding the timing of the completion of the Company’s financial statements and the filing of the Form 10-Q, which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on the Company’s current expectations and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

NUTEX HEALTH INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date November 17, 2025 By /s/ Jon C. Bates

Name:

Jon C. Bates

Title:

Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

FAQ

Why is Nutex Health (NUTX) delaying its Q3 2025 Form 10-Q filing?

Nutex Health explains that it cannot file its Form 10-Q for the period ended September 30, 2025 on time without unreasonable effort and expense because it must first complete and file restated financial statements for its 2024 Form 10-K and March 31, 2025 Form 10-Q, as well as the delayed June 30, 2025 Form 10-Q.

What financial statements is Nutex Health restating?

The company previously determined it is necessary to restate certain financial statements, including its Annual Report on Form 10-K for the year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the period ended March 31, 2025, referred to as the Restated Filings.

What is Nutex Healths current status with Nasdaq listing requirements?

On August 20, 2025 Nutex Health received a Nasdaq notice for not complying with Listing Rule 5250(c)(1) because it failed to timely file its June 30, 2025 Form 10-Q. Nasdaq granted an extension to December 12, 2025 to file that report.

Could Nutex Health be delisted from Nasdaq?

If Nutex Health does not file its June 30, 2025 Form 10-Q with the SEC on or before December 12, 2025, Nasdaq staff will issue a delisting notice. The company would have the right to appeal the notice to a Nasdaq Hearings Panel.

Does Nutex Health expect its upcoming results to differ from last year?

Yes. The company indicates that it anticipates a significant change in results of operations from the corresponding period of the prior fiscal year, with the anticipated changes discussed in Exhibit 99.1 to its Form 8-K filed on August 14, 2025.

When does Nutex Health expect to file its outstanding reports?

Nutex Health states that it is diligently working to complete the restatement process and expects to file the amended March 31, 2025 Form 10-Q, the June 30, 2025 Form 10-Q, and the September 30, 2025 Form 10-Q as soon as practicable and within the applicable extension periods, but it gives no assurance regarding the exact timing.