P3 Health Partners Files 8-K for Material Agreement

TL;DR

P3 Health Partners signed a big deal and sold some stock. Details TBD.

AI Summary

On May 22, 2024, P3 Health Partners Inc. entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities. The filing does not provide specific details on the agreement or the equity sales, such as dollar amounts or names of parties involved.

Why It Matters

This 8-K filing indicates significant corporate activity, potentially involving new partnerships, financing, or strategic changes that could impact the company's future operations and stock value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• P3 Health Partners Inc. (company) — Registrant
• May 22, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-40033 (identifier) — Commission File Number
• 85-2992794 (identifier) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share PIII The Nasdaq Stock Mar
• $11.50 — A Common Stock at an exercise price of $11.50 PIIIW The Nasdaq Stock Market LLC
• $0.6270 — llion units at a price of approximately $0.6270 per unit. Each unit consists of one sha
• $0.5020 — of Common Stock at an exercise price of $0.5020. Certain institutional investors have e
• $42.2 million — gregate gross proceeds of approximately $42.2 million (collectively, the "Private Placement")
• $20 million — gregate gross proceeds of approximately $20 million. CPF may not exercise any portion of an

Filing Documents

• tm2415054d2_8k.htm (8-K) — 34KB
• 0001104659-24-064559.txt ( ) — 246KB
• piii-20240522.xsd (EX-101.SCH) — 3KB
• piii-20240522_def.xml (EX-101.DEF) — 26KB
• piii-20240522_lab.xml (EX-101.LAB) — 36KB
• piii-20240522_pre.xml (EX-101.PRE) — 25KB
• tm2415054d2_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On May 22, 2024, P3 Health Partners Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers named therein (the "Purchasers"). Pursuant to the Purchase Agreement, the Company will issue approximately 67.4 million units at a price of approximately $0.6270 per unit. Each unit consists of one share of Class A Common Stock, par value $0.0001 per share (the "Common Stock"), and a warrant (the "Common Warrants") to purchase one share of Common Stock at an exercise price of $0.5020. Certain institutional investors have elected to receive pre-funded warrants (the "Pre-Funded Warrants" and together with the Common Warrants, the "Warrants") to purchase Common Stock in lieu of a portion of their Common Stock. In total, the Company agreed to sell an aggregate of approximately 67.4 million units to the Purchasers for aggregate gross proceeds of approximately $42.2 million (collectively, the "Private Placement"). The closing of the Private Placement is subject to certain conditions and is expected to occur on or about May 24, 2024. Each Common Warrant has an exercise price per share of Common Stock equal to $0.5020 per share and has a term of seven years from the date of issuance. Each Pre-Funded Warrant has an exercise price per share of Common Stock equal to $0.0001 per share. The exercise price and the number of shares of Common Stock issuable upon exercise of each Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. Entities affiliated with Chicago Pacific Partners ("CPF") purchased approximately 31.9 million units for aggregate gross proceeds of approximately $20 million. CPF may not exercise any portion of any Warrant, which, upon giving effect to such exercise, would cause the agg

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

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. P3 HEALTH PARTNERS INC. Date: May 23, 2024 By: /s/ Atul Kavthekar Atul Kavthekar Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR