Nutex Health Inc.NUTX
Nutex Health Inc. Debt Disclosure
Debt
The Company’s outstanding debt is shown in the following table (dollars in thousands):
| Maturity Dates | Interest Rates | December 31, | December 31, | ||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Term loans secured by all assets | 12/2026 - 12/2030 | 3.60 - 12.00% | $ | 19,578 | $ | 9,665 | |||||||||||||||||
| Term loans secured by property and equipment | 09/2026 - 01/2030 | 3.41 - 7.82% | 5,813 | 9,028 | |||||||||||||||||||
| Term loan secured by deposits | 04/2025 | 7.36% | — | 1,989 | |||||||||||||||||||
| Line of credit secured by all assets | 01/2026 - 09/2026 | 6.75 - 8.50% | 740 | 3,521 | |||||||||||||||||||
| Term loans of consolidated Real Estate Entities | 05/2028 - 03/2037 | 3.50 - 3.59% | 10,563 | 11,811 | |||||||||||||||||||
| Seller note | 09/2035 | 8.00% | 5,800 | — | |||||||||||||||||||
| Deferred payment | 09/2035 | 10.00% | 1,000 | — | |||||||||||||||||||
| Unsecured convertible term notes | 10/2025 | 8.00 - 10.00% | — | 5,385 | |||||||||||||||||||
| Total | 43,494 | 41,399 | |||||||||||||||||||||
| Less: unamortized issuance costs and discount | 244 | 984 | |||||||||||||||||||||
| Less: short-term lines of credit | 740 | 3,554 | |||||||||||||||||||||
| Less: current portion of long-term debt | 13,336 | 14,395 | |||||||||||||||||||||
| Total long-term debt | $ | 29,174 | $ | 22,466 | |||||||||||||||||||
Term loans and lines of credit. We have entered into private debt arrangements with banking institutions for the purchase of equipment and to provide working capital and liquidity through cash and lines of credit. Unless otherwise delineated above, these debt arrangements are obligations of Nutex and/or its wholly-owned subsidiaries. Consolidated Real Estate Entities have entered into private debt arrangements with banking institutions for purposes of purchasing land, constructing new emergency room facilities and building out leasehold improvements which are leased to our hospital entities. Nutex is a guarantor or, in limited cases, a co-borrower on the debt arrangements of the Real Estate Entities for the periods shown. Since the second quarter of 2022, we deconsolidated 18 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans.
Certain outstanding debt arrangements require minimum debt service coverage ratios and other financial covenants. At December 31, 2025, we were in compliance with these debt arrangements; we had remaining availability of an aggregate of $5.3 million under outstanding lines of credit.
September 2025 Note Payable
In connection with the acquisition of September 2025 Acquiree, the Company, through its consolidated subsidiary, issued a seller note (the "September 2025 Note Payable") with a fair value of approximately $5.8 million. The September 2025 Note
Payable bears interest at 8% per annum and is payable over 10 years, with the first principal and interest payment deferred for 12 months following the closing date. The September 2025 Note Payable was issued as consideration for the acquired assets, which primarily included a certificate of need with a fair value of $7.0 million. The September 2025 Note Payable represents long-term financing associated with the acquisition and is classified within on the consolidated balance sheet.
As part of the same transaction, the Company also agreed to make a deferred cash payment of $1.0 million, which was recognized at its present value at a 10% discount rate. The deferred payment is payable in installments over 10 years, with the first payment due 19 months after the closing date of September 19, 2025. This obligation was included as part of the total purchase consideration and is reflected within long-term debt on the consolidated balance sheet.
December 2025 Note Payable
In connection with the acquisition of December 2025 Acquiree, the Company, through its consolidated subsidiary, entered into a note payable (the “December 2025 Note Payable”) with a fair value of approximately $7.9 million. The December 2025 Note Payable bears interest at the Secured Overnight Financing Rate (the “SOFR”) plus a margin of 2.63% and is payable monthly over five years, with the first payment due in January 2026. The December 2025 Note Payable represents long-term financing associated with the acquisition and is classified within long-term debt on the consolidated balance sheet.
Pre-Paid Advance Agreement (convertible debt)
On February 15, 2024 the parties terminated the Pre-Paid Advance Agreement (the “PPA”) dated April 11, 2023, between the Company and YA II PN, Ltd. (“Yorkville”) pursuant to which the Company requested an advance of $15.0 million from Yorkville (a “Pre-Paid Advance”) purchased by Yorkville at 90% of the face amount. Interest accrued on the outstanding balance of the Pre-Paid Advance at an annual rate equal to 0% subject to an increase to 15% upon events of default described in the PPA. The Pre-Paid Advance has a maturity date of 12 months from the Pre-Paid Advance Date.
The Company, at its option, has the right, but not the obligation, to repay early in cash a portion or all amounts outstanding under any Pre-Paid Advance, provided that the VWAP of the Common Stock is less than the Fixed Price during a period of ten consecutive trading days immediately prior to the date on which the Company delivers a notice to Yorkville of its intent and such notice is delivered at least 10 trading days prior to the date on which the Company will make such payment (“Optional Prepayment”). If elected, the Optional Prepayment includes a 6% payment premium (“Payment Premium”).
On April 11, 2023, the Company requested a $15.0 million initial Pre-Paid Advance in accordance with the PPA. The net proceeds of $13.5 million received by the Company from Yorkville reflect a 10% discount of $1.5 million in accordance with the PPA. Additionally, in connection with the PPA, the Company incurred $0.9 million in placement and legal fees, which the Company classifies as debt issuance costs. The discount and the debt issuance costs are reported as a direct deduction from the face amount of the PPA and are amortized monthly based on the effective interest rate method. The amortization of the discount and debt issuance costs are reported as interest expense in the consolidated statements of operations.
As a result of the Pre-Paid Advance, the Company (i) issued 0.2 million shares of common stock to Yorkville (23.1 million prior to the 2024 Reverse Stock Splits), reducing the principal of initial Pre-Paid Advance to $7.3 million, (ii) made Optional Prepayments of $8.2 million in accordance with the PPA, consisting of $7.7 million of principal and $1.0 million attributed to the Payment Premium offset by $0.5 million in debt discount amortization, and (iii) paid off in full the remaining outstanding balance of the PPA on January 30, 2024 and the parties terminated the Yorkville PPA on February 15, 2024.
September 2023 Convertible Debt Issuance
From September 2023 to December 2023, the Company conducted a private offering of convertible notes (“Unsecured Convertible Term Notes”) and six-year warrants (“Warrants”) to accredited investors (the “Holders”) as defined in Rule 501 under the 1933 Act and issued Unsecured Convertible Term Notes convertible into an aggregate of 89,751 shares (13,462,500 prior to the 2024 Reverse Stock Splits) of common stock at a conversion price of $60.00 per share ($0.40 prior to the 2024 Reverse Stock Splits) and Warrants to purchase an aggregate of 44,875 shares of common stock (6,731,250 prior to the 2024 Reverse Stock Splits) at an exercise price of $60.00 per share ($0.40 prior to the 2024 Reverse Stock Splits). We also issued Warrants for the purchase of 26,925 shares (4,038,750 prior to the 2024 Reverse Stock Splits) to the
placement agent. The Unsecured Convertible Term Notes matured on October 31, 2025 and the Warrants expire on December 31, 2029.
On March 26, 2024, the Company and the Holders agreed to amend the conversion price of the Unsecured Convertible Term Notes and exercise price of the Warrants to $30.00 each ($0.20 prior to the 2024 Reverse Stock Splits), resulting in the Unsecured Convertible Term Notes being convertible into 179,500 shares of common stock (26,925,000 prior to the 2024 Reverse Stock Splits), the Warrants exercisable for 89,750 shares of common stock (13,462,500 prior to the 2024 Reverse Stock Splits) and the placement agent Warrants exercisable for 53,850 shares of common stock (8,077,500 prior to the 2024 Reverse Stock Splits).
The Unsecured Convertible Term Notes bear an annual interest rate of 8% if paid in cash or an annual interest rate of 10% if paid in the form of common stock. The payment of interest in the form of common stock is at the discretion of the Company. When paid in common stock, the number of shares is equal to the quotient of the total accrued interest due divided by the last reported sale price of the Company’s common stock on the last complete trading day of such quarter. The Holders have the option, at any time, to convert all or any portion of the unpaid principal and interest outstanding in common stock at the conversion price of $30.00 per share. If the Company fails to pay the outstanding principal amount and all accrued interest within 30 days of the maturity date, the interest rate payable is adjusted to 12%.
As of October 31, 2025, the remaining note holders of unsecured convertible term notes converted $4.9 million of principal and $0.1 million of interest to 165,030 shares of the Company's common stock, valued at $30.00 per share.
The Company appointed Emerson Equity LLC as placement agent for the September 2023 Private Offering. Per the Placement Agent Agreement, the Company agrees to pay (i) a cash commission equal to 10% of the gross proceeds and (ii) warrants to purchase a number of Common Stock equal to 20% of the total number of shares issuable upon conversion or exercise of the Unsecured Convertible Term Notes and Warrants, as applicable.
On December 16, 2025, the Company entered into an amendment of the terms of the September 2023 Private Offering. The amendment permits the Holder to exercise the Warrant on a cashless basis in the event that there is no effective registration statement available for the resale of the underlying securities. The amendment did not change the exercise price of the Warrant, which remains $30.00 per share, nor did it modify the number of Warrants issued. On December 16, 2025, pursuant to the amended terms, a Holder completed a cashless exercise of a Warrant and the Company issued 40,387 shares of its common stock.
The net carrying amount of the Unsecured Convertible Term Notes was zero as of December 31, 2025 and the weighted average effective interest rate on the convertible debt is 21.5%. For the year ended December 31, 2025, interest expense was $1.1 million, comprising of $0.8 million in amortization expense and $0.3 million in accrued interest expense. The Unsecured Convertible Term Notes interest expense was $1.3 million for the year ending December 30, 2024, comprising of $0.9 million in amortization expense and $0.4 million in accrued interest expense.
Scheduled Maturities. Maturities of our outstanding debt are as follows (in thousands):
| Year ended December 31, | Amount | |||||||
| 2026 | $ | 14,076 | ||||||
| 2027 | 5,964 | |||||||
| 2028 | 3,427 | |||||||
| 2029 | 1,810 | |||||||
| 2030 | 8,688 | |||||||
| Thereafter | 9,529 | |||||||
| Total | $ | 43,494 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 5, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Mar 29, 2024 | |
| 2022 | Mar 3, 2023 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.