Apollo Medical Sells $20M in Stock to Institutional Investor

TL;DR

**Apollo Medical just raised $20M by selling 1M shares to an institutional investor, diluting existing shareholders.**

AI Summary

Apollo Medical Holdings, Inc. (AMEH) announced on January 31, 2024, the issuance of 1,000,000 shares of its common stock at a price of $20.00 per share, totaling $20,000,000, to an institutional investor in a private placement. This transaction, which was exempt from SEC registration under Section 4(a)(2) of the Securities Act, increases the company's outstanding shares and provides it with additional capital. For investors, this matters because while it injects capital, it also dilutes existing shareholders' ownership by increasing the total share count.

Why It Matters

This private placement provides Apollo Medical with $20 million in capital, which can be used for growth or operations, but it also dilutes existing shareholders' ownership by adding 1,000,000 new shares.

Risk Assessment

Risk Level: medium — The dilution from the issuance of 1,000,000 shares could negatively impact the per-share value for current investors, although the capital raised could also fuel growth.

Analyst Insight

A smart investor would monitor how Apollo Medical utilizes the $20 million capital to assess if the benefits of the capital outweigh the dilution caused by the 1,000,000 new shares.

Key Numbers

• $20,000,000 — Total Proceeds (Amount of capital raised by Apollo Medical Holdings, Inc.)
• 1,000,000 — Shares Issued (Number of common shares sold in the private placement)
• $20.00 — Price Per Share (The price at which each share was sold to the institutional investor)

Key Players & Entities

• Apollo Medical Holdings, Inc. (company) — the registrant issuing shares
• $20,000,000 (dollar_amount) — total proceeds from the stock sale
• 1,000,000 (dollar_amount) — number of shares issued
• $20.00 (dollar_amount) — price per share
• January 31, 2024 (date) — date of the earliest event reported

Forward-Looking Statements

• Apollo Medical Holdings, Inc. will use the $20 million capital for strategic acquisitions or expansion initiatives. (Apollo Medical Holdings, Inc.) — medium confidence, target: 2024-12-31
• The increased share count will lead to a slight downward pressure on AMEH's stock price in the short term due to dilution. (AMEH) — medium confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $202 million — ms, the purchase price of approximately $202 million is comprised of approximately $152 mill
• $152 million — 2 million is comprised of approximately $152 million in cash on hand, subject to customary a
• $20 million — to customary adjustments, approximately $20 million in equity (which equals 631,712 shares
• $30 million — f the Company), and up to approximately $30 million in performance-based milestone payments

Filing Documents

• tm244783d1_8k.htm (8-K) — 33KB
• tm244783d1_ex10-1.htm (EX-10.1) — 105KB
• 0001104659-24-009754.txt ( ) — 326KB
• ameh-20240131.xsd (EX-101.SCH) — 3KB
• ameh-20240131_lab.xml (EX-101.LAB) — 33KB
• ameh-20240131_pre.xml (EX-101.PRE) — 22KB
• tm244783d1_8k_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On January 31, 2024, Apollo Medical Holdings, Inc. (the "Company") issued 631,712 shares of common stock pursuant to the transactions described under Item 8.01 of this Current Report on Form 8-K (this "Report"). The issuance of shares of common stock was deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.

01 Other Events

Item 8.01 Other Events. On November 7, 2023, the Company filed a Current Report on Form 8-K reporting that it entered into an Asset and Equity Purchase Agreement (the "Purchase Agreement") to acquire (i) all of the outstanding general and limited partnership interests of Advanced Health Management Systems, L.P. ("AHMS") and (ii) substantially all the assets of Community Family Care Medical Group IPA, Inc. ("CFC"), and that the Company anticipated such acquisitions would occur in two separate closings. On November 7, 2023, Network Medical Management, Inc., a wholly-owned subsidiary of the Company, also entered into a Stock Purchase Agreement (the "I Health Purchase Agreement") to purchase 25% of the outstanding shares of common stock of I Health, Inc. ("I Health"). Under such terms, the purchase price of approximately $202 million is comprised of approximately $152 million in cash on hand, subject to customary adjustments, approximately $20 million in equity (which equals 631,712 shares of common stock of the Company), and up to approximately $30 million in performance-based milestone payments. On January 31, 2024, the parties to the Purchase Agreement entered into Amendment No. 1 to the Purchase Agreement (the "Amendment"). The Amendment amends the Purchase Agreement by, among other things, modifying certain defined terms, covenants and schedules and the effective time of the Initial Closing (as defined in the Purchase Agreement). The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference. Also on January 31, 2024, the first closing under the Purchase Agreement occurred, and the Company completed its acquisition of CFC's assets pursuant to the terms of the Purchase Agreement, as amended by the Amendment. The Company expects to complete the second closing under the Purc

Forward-Looking Statements

Forward-Looking Statements This Report 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. These statements include words such as "forecast," "guidance," "projects," "estimates," "anticipates," "believes," "expects," "intends," "may," "plans," "seeks," "should," or "will," or the negative of these words or similar words. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. A number of important factors could cause actual results to differ materially from those included within or contemplated by the forward-looking statements, including, but not limited to, risks arising from the diversion of management's attention from the Company's ongoing business operations, an increase in the amount of costs, fees and expenses and other charges related to the acquisitions described in this Report, outcome of any litigation that the Company or the sellers may become subject to relating to such acquisitions, the extent of, and the time necessary to obtain, any regulatory approvals required for completion of the acquisitions, the occurrence of any event, change or other circumstance that could give rise to the termination of the agreements relating to the acquisitions, an inability to complete the acquisitions in a timely manner or at all, including due to a failure of any condition to the closing of the acquisitions to be satisfied or waived by the applicable party, the occurrence of any event, change or other circumstance that could give rise to the termination of any of the agreements to the acquisitions, a decline in the market price for the Company's common stock if the acquisitions are not completed, risks that the acquisitions disrupt current plans and operations of the Company or sellers and potential difficulties in sellers' employee retention a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Amendment No. 1 to Asset and Equity Purchase Agreement, dated as of January 31, 2024, by and among Metropolitan IPA, a California professional corporation, ApolloCare Enablement of CA, LLC, Network Medical Management, Inc., Apollo Medical Holdings, Inc., Community Family Care Medical Group IPA, Inc., Advanced Health Management Systems, L.P., Accie M. Mitchell and Gloria C. Mitchell, as Co-Trustees of the Mitchell Family Trust dated July 2, 2003, CFC Management, LLC, the other parties thereto and Marc Mitchell, as the Equityholder Representative. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). * Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. APOLLO MEDICAL HOLDINGS, INC. Date: February 2, 2024 By: /s/ Brandon Sim Name: Title: Brandon Sim Chief Executive Officer and President

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View this 8-K filing on SEC EDGAR