Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 29, 2022, Nutex Health, Inc. (the "Company") entered into a Partial Stock Option Cancellation Agreements (the "Cancellation Agreement") with its President, Warren Hosseinion, (the "Executive Officer") pursuant to which the Executive Officer agreed to the surrender and cancellation of certain previously granted stock options (the "Options") to purchase an aggregate of 1,040,221 shares of the Company's voting common stock, par value $0.0001 per share (the "Common Stock"), at an exercise price of $2.75 per share. No consideration for the cancellation of the Options was paid to the Executive Officer. As a result of the cancellation, the 1,040,221 shares of Common Stock underlying the Options are again available for grant under the Amended And Restated Nutex Health Inc. 2022 Equity Incentive Plan.

The Options cancelled were fully vested on April 1, 2022, subject to continued employment by the applicable Executive Officer. As such, the cancellation will benefit the Company's stockholders' equity.

The foregoing description of the Cancellation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Cancellation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit No. Description of Exhibit
10.1          Cancellation Agreement
104         Cover Page Interactive Data File - the cover page interactive data file
            does not appear in the Interactive Data File because its XBRL tags are
            embedded within the Inline XBRL document.


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