Nutex Health, Inc. appointed Thomas T. Vo as new CEO

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


Directors


In accordance with the terms of the Merger Agreement (and not as a result of any disagreement with the Company), as of the Effective Time, each of Terence Martin Breslin, Mark Fawcett, Jacob Margolin, David Meiri, Fred Sternberg, Robert Chan and Brandon Sim resigned from the board of directors of the Company.

In connection with the Merger, the Company's stockholders elected the individuals listed below to serve as directors of the Company:


- Thomas T. Vo, M.D.; Warren Hosseinion, M.D.; Matthew S. Young, M.D.; John Waters, CPA; Cheryl Grenas, R.N., M.S.N.; Michael L. Reed, and Mitchell Creem were elected as directors of the Company (the "Board"); 


- the committees of the board of directors of the Company were reconstituted as follows: 


(i) the Audit Committee of the Company was reconstituted to consist of Mr. Waters, Mr. Reed and Mr. Creem;

(ii) the Compensation Committee of the Company was reconstituted to consist of Mr. Creem, Mr. Reed and Ms. Grenas; and

(iii) the Nominating Committee of the Company was reconstituted to consist of Mr. Reed, Mr. Creem and Ms. Grenas. 

Officers

In connection with the completion of the Merger , at the Effective Time, each of the Company's officers immediately prior to the Effective Time ceased to be officers of the Company. In accordance with the terms of the Merger Agreement, immediately following the Effective Time, the following became the officers of the Company: 


Name: Office 

 Thomas T. Vo, M.D. Chief Executive Officer 

 Warren Hosseinion, M.D. President 

 Michael Bowen Chief Financial Officer 

 Denise Pufal Chief Operating Officer 

 Michael Chang, M.D. Chief Medical Officer 

 Lawrence Schimmel, M.D. Chief Medical Information Officer 

 Elisa Luqman, J.D./MBA Chief Legal Officer (SEC) 

 Pamela Montgomery, R.N., J.D. Chief Legal Officer (Healthcare) & Secretary 


Thomas T. Vo, M.D., Chief Executive Officer, age 49. Thomas T. Vo, MD on April 1, 2022 was appointed as the Company's Chief Executive Officer and elected, effective April 1, 2022, as the Chairman of the Board. Dr. Vo has since 2010 served as the founder and executive officer of the Nutex Entities, which operate a network of micro hospitals that provide comprehensive and high-quality 24/7 care‎ throughout the United States. Although no longer practicing, Dr. Vo. worked as an emergency medicine physician in Houston, Texas for over twenty years. Between the years of 2008 and 2011, Dr. Vo served as a founder and original partner at the free-standing emergency health company, Neighbors Emergency Center. Since then, Dr. Vo has been involved with the opening of 40 FSEDs and Micro Hospitals. Dr. Vo holds a bachelor's degree in Life Sciences from Kent State University, and received his M.D. from Northeastern Ohio Universities College of Medicine. In 2004, Dr. Vo also received his MBA from Rice University. The Company believes that Dr. Vo's unique background in the free-standing emergency hospital field and proven management experience, makes him well qualified to serve as a director.

Warren Hosseinion, M.D., President, age 50. On February 26, 2021, Dr. Hosseinion was appointed Chief Executive Officer of Clinigence Holdings, Inc. Dr. Hosseinion has served as Chairman of the Board for Clinigence Holdings, Inc. since April 2019. Dr. Hosseinion is a Co-Founder of Apollo Medical Holdings, Inc. (Nasdaq: AMEH) and served as a member of the Board of Directors of Apollo Medical Holdings, Inc. since July 2008, the Chief Executive Officer of Apollo Medical Holdings, Inc. from July 2008 to December 2017, and the Co-Chief Executive Officer of Apollo Medical Holdings, Inc. from December 2017 to March 2019. In 2001, Dr. Hosseinion co-founded ApolloMed Hospitalists. Dr. Hosseinion received his B.S. in Biology from the University of San Francisco, his M.S. in Physiology and Biophysics from the Georgetown University Graduate School of Arts and Sciences, his Medical Degree from the Georgetown University School of Medicine, and completed his residency in internal medicine from the Los Angeles County-University of Southern California Medical Center. Dr. Hosseinion's qualifications to serve on our Board of Directors include his position as our Chief Executive Officer of the Company. In addition, Dr. Hosseinion as a physician along with his background at Apollo Medical Holdings, Inc. brings to our Board of Directors and our Company a depth of understanding of physician culture and the healthcare market, as well as a strong knowledge of the public markets.

Michael Bowen, Chief Financial Officer, age 72. Mr. Bowen has served as the CFO of Accountable Healthcare America, Inc. since 2014. Mr. Bowen, has over 50 years of broad experience in the world of finance including public transactions such as Initial Public Offerings, mergers and acquisitions, private equity transactions and extensive experience of international securities markets. For the past 10 years, Mr. Bowen has been Chief Financial Officer for a predecessor company of AHA and for AHA. He began his career at Goldman, Sachs & Co.in 1965 where he became a Vice President of the Corporate Finance Department and latterly helped establish the Tokyo office for Goldman Sachs. In 1976, he joined Salomon Brothers with the task of helping establish their first Asian office located in Honk Kong. He then moved to London to rebuild the International Capital Markets business for Chase Manhattan Ltd, the merchant banking arm of Chase Manhattan Bank where he was responsible for all of the international securities business of the bank/merchant bank. Mr. Bowen ended his international career as a Main Board Director for Kleinwort Benson, a British merchant bank where he was responsible for corporate finance business within the USA. Mr. Bowen returned to the US and, after a period of semi-retirement, in 2004 became CFO of TruBamboo, Inc. an innovative company selling bamboo houseware products to large US retailers. In 2008 he joined Diversified Health & Fitness as CFO and in 2014 became CFO of AHA. Mr. Bowen has an MBA from the Darden School of the University of Virginia and a BA also from UVA.

C. Denise Pufal, Chief Operating Officer, age 60, was appointed Chief Operating Officer of Nutex Health Inc. effective April 1, 2022. Ms. Pufal served as Controller of Nutex since September 2021. From May 2019 to September 2021, Ms. Pufal served as the Chief Financial Officer of Surgery Specialty Hospitals of America, an Acute Care Hospital with 37 beds, supervising all accounting functions, including treasury and procurement. From August 2017 to May 2019, she was VP of Finance at The Woman's Hospital of Texas, an Acute Care Hospital with 419 beds, in Houston, Texas. Prior to that, since April 2014, Ms. Pufal was Controller at the Bay Area Regional Medical Center, an Acute Care Hospital with 104 beds in Webster, Texas.

Michael Chang, M.D, Chief Medical Officer, age 51, was appointed Chief Medical Officer of the Company effective April 1, 2022. ‎Since founding Tyvan LLC, a medical billing company in 2012, he served as principal of Tyvan, which became a wholly owned subsidiary of the Company in connection with the Merger. Jointly with Dr. Vo, in 2008, he also founded Neighbors ‎Emergency Center, a licensed and accredited full-service emergency room with several location in the greater Houston area, and served as Executive Director of practice management as well as Chairman of the Board. Further, Dr. Chang is founder and medical director for Hope ‎Restored, a medical detox and rehab program as part of Nutex and SE Texas Hospital, a ‎subsidiary of Nutex. In addition, in 2018, he founded Synergy Wellness as a separate business focusing on ‎wellness practices and mental health.‎

Lawrence Schimmel M.D, Chief Medical Information Office, age 73. On April 1, 2022, Dr. Schimmel was appointed Chief Medical Information Officer of the Company. Prior thereto an since April 2019, Dr. Schimmel was the Chief Medical Officer of Clinigence Holdings, Inc. Dr. Schimmel served as Chief Executive Officer of Clinigence Holdings, Inc. from July 2020 to February 2021. In 2013 he co-founded and served as Chief Medical Officer of QualMetrix, Inc., a healthcare analytics company headquartered in South Florida, until QualMetrix, Inc. merger with Clinigence LLC. Dr. Schimmel is also the founding Chairman of Professional Bank headquartered in South Florida from 2018 to present. Previously, Dr. Schimmel was the managing partner of Allied Health Advisors, LLC a boutique healthcare consulting company in Miami. Dr. Schimmel is a serial medical-related business entrepreneur having been Co-founder and CEO of Allied Health Group, a national medical management company, and Florida Specialty Network. Allied Health Group and Florida Specialty Network managed approximately $500 million in provider payments on behalf of managed care organizations for approximately 3 million lives during his time as CEO. Allied Health Group was a licensed TPA in Florida and Texas and acted as a third-party intermediary in other areas of the country. Previously, Dr. Schimmel was the Founding Chairman and served on the Board of Directors of Megabank and subsequently served on the Board of Directors of Executive National Bank in South Florida. Dr. Schimmel practiced General and Vascular Surgery in the Miami community for 18 years. In addition to his lengthy medical career as a general and vascular surgeon, he held a management role with the South Florida Surgical Group, and has consulted for physicians, hospitals, healthcare delivery systems, and Fortune 500 companies.

Elisa Luqman J.D.,M.B.A, Chief Legal Officer (SEC), age 57. Ms. Luqman served as the Chief Financial Officer and General Counsel of Clinigence Holdings, Inc since October 29, 2019 where Ms. Luqman was responsible for maintaining the corporation's accounting records and statements all CLNH's SEC filings and compliance requirements. Ms. Luqman also serves as a Director and Secretary of the Board for Clinigence Holdings, Inc. Ms. Luqman was the co-founder of bigVault Storage Technologies a cloud- based file hosting company acquired by Digi-Data Corporation in February 2006. From March 1, 2006 through February 28, 2009, Ms. Luqman was employed as Chief Operating Officer of the Vault Services Division of Digi-Data Corporation, and subsequently during her tenure with Digi-Data Corporation she became General Counsel for the entire corporation. In that capacity she was responsible for acquisitions, mergers, patents, customer, supplier, and employee contracts, and worked very closely with Digi-Data's outside counsel firms. On March 1, 2009, Ms. Luqman rejoined iGambit Inc. ("IGMB") as Chief Financial Officer and General Counsel. Ms. Luqman has overseen and been responsible for IGMB's SEC filings, FINRA filings and public company compliance requirements from its initial Form10 filing with the SEC in 2010 through its' Reverse Merger with Clinigence Holdings, Inc. on October 29, 2019. Ms. Luqman received a BA degree, a JD in Law, and an MBA Degree in Finance from Hofstra University. Ms. Luqman is a member of the bar in New York and New Jersey.

Pamela W. Montgomery R.N., J.D., Chief Legal Officer (Healthcare), age 56, was appointed Chief Legal Officer ‎‎(Healthcare) and Corporate ‎Secretary of Nutex Health Inc. ‎effective upon completion of the Merger on April 1, 2022. Since ‎November 2017, Ms. ‎Montgomery served as General Counsel for Nutex Heath, LLC and ‎its ‎affiliated entities. From November 2011, upon obtaining her LLM ‎‎(Masters in Health ‎Law), until November 2017, Ms. Montgomery was ‎in private practice representing ‎physicians and hospitals in ‎litigation and mergers and before state boards of licensure, as ‎‎well as general practice matters.‎

The Company's directors following the Effective Time are described in the proxy statement in the section entitled "Board Composition and Management of Clinigence after the Merger" beginning on page 51 and that information is incorporated herein by reference.

Employment Agreements

Following the closing of the Merger, the Company entered into employment agreements with each of Thomas T. Vo, M.D. and Warren Hosseinion, M.D.:

Vo Employment Agreement

Thomas T. Vo, M.D. entered into an employment agreement with the Company (the "Vo Employment Agreement") to serve as Chief Executive Officer of the Company for a five-year term following completion of the Merger. The Vo Employment Agreement provides for an annual base salary of $1,000,000, subject to a three percent minimum increase annually and review on at least an annual basis. Dr. Vo is eligible to receive an annual cash bonus, the decision to provide, amount and terms of which are in the sole and absolute discretion of the Compensation Committee of the Board. In addition, Dr. Vo is entitled to participate in the Nutex Health Inc. 2022 Equity Incentive Plan.

Dr. Vo's employment may be terminated at any time by Dr. Vo or the Company, subject to certain notice requirements.

Upon termination of Dr. Vo's employment by the Company without cause or Dr. Vo's resignation for good reason and completion of a general release of claims, Dr. Vo will be entitled to receive (i) an amount equal to three times Dr. Vo's most recent base salary, plus (ii) a proportional payment of any annual bonus amount Dr. Vo would have earned with respect to days employed during the year of termination, and (iii) treatment of any outstanding equity awards as determined in accordance with the terms of the applicable award agreements.

In the event that Dr. Vo's employment is terminated by the Company for cause, Dr. Vo will be entitled to receive any earned but unpaid base salary and annual bonus for services rendered through the date of termination and compensation or benefits vested subject to the terms of the applicable compensation or benefits program or arrangement.

The Vo Employment Agreement also includes provisions regarding confidentiality, the assignment of intellectual property of the Company, participation in the Company's employee benefit plans and reimbursement of expenses.

Hosseinion Employment Agreement

Warren Hosseinion, M.D. entered into an employment agreement with the Company (the "Hosseinion Employment Agreement") to serve as President of the Company for a five-year term following completion of the Merger. The Hosseinion Employment Agreement provides for an annual base salary of $750,000, subject to a minimum three percent increase annually and review on at least an annual basis. Dr. Hosseinion is eligible to receive an annual cash bonus, the decision to provide, amount and terms of which are in the sole and absolute discretion of the Board. In addition, Dr. Hosseinion is eligible to participate in any long-term incentive plan the Company makes available to its executives.

Dr. Hosseinion's employment may be terminated at any time by Dr. Hosseinion or the Company, subject to certain notice requirements.

Upon termination of Dr. Hosseinion's employment by the Company without cause or Dr. Hosseinion's resignation for good reason and completion of a general release of claims, Dr. Hosseinion will be entitled to receive a cash payment equal to (i) two times Dr. Hosseinion's most recent base salary, plus (ii) an amount equal to the premium amounts paid for group medical, dental and vision coverage of Dr. Hosseinion for a period of twelve months.

In the event that Dr. Hosseinion's employment is terminated by the Company for cause, Dr. Hossenion will be entitled to receive any earned but unpaid base salary and annual bonus for services rendered through the date of termination and compensation or benefits vested subject to the terms of the applicable compensation or benefits program or arrangement.

The Hosseinion Employment Agreement also includes provisions regarding confidentiality, the assignment of intellectual property of the Company, participation in the Company's medical and similar insurance plans and reimbursement of expenses.

The foregoing summaries of the Vo Employment Agreement, the Hosseinion Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the Vo Employment Agreement and the Hosseinion Employment Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

2022 Equity Incentive Plan.

The stockholders of Clinigence on March 16, 2022 approved an amendment and restatement of the iGambit, Inc. 2019 Omnibus Equity Incentive Plan, renaming it as the Amended and Restated Nutex Health Inc. 2022 Equity Incentive Plan (the "2022 Plan"). The 2022 Plan became effective on April 1, 2022. A description of the terms of the 2022 Plan is incorporated herein by reference from "APPROVAL OF THE AMENDED AND RESTATED NUTEX 2022 EQUITY INCENTIVE PLAN" contained in Clinigence's Final Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on February 14, 2022. The complete text of the 2022 Plan is attached hereto as Exhibit 10.3 and incorporated herein by reference.