P3 Health Partners Files 8-K: Material Agreement, Equity Sales

TL;DR

P3 Health Partners filed an 8-K on 5/24/24 for a material agreement & equity sales.

AI Summary

On May 24, 2024, P3 Health Partners Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. The company was formerly known as Foresight Acquisition Corp. until November 16, 2020.

Why It Matters

This 8-K filing indicates significant corporate actions, including a material definitive agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks that require careful monitoring.

Key Players & Entities

• P3 Health Partners Inc. (company) — Registrant
• Foresight Acquisition Corp. (company) — Former Company Name
• May 24, 2024 (date) — Date of Report
• November 16, 2020 (date) — Date of Name Change

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 electe
• $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

• tm2415054d3_8k.htm (8-K) — 41KB
• tm2415054d3_ex4-1.htm (EX-4.1) — 108KB
• tm2415054d3_ex4-2.htm (EX-4.2) — 98KB
• tm2415054d3_ex10-1.htm (EX-10.1) — 191KB
• tm2415054d3_ex10-2.htm (EX-10.2) — 144KB
• tm2415054d3_ex10-3.htm (EX-10.3) — 43KB
• 0001104659-24-065141.txt ( ) — 964KB
• piii-20240524.xsd (EX-101.SCH) — 3KB
• piii-20240524_def.xml (EX-101.DEF) — 26KB
• piii-20240524_lab.xml (EX-101.LAB) — 36KB
• piii-20240524_pre.xml (EX-101.PRE) — 25KB
• tm2415054d3_8k_htm.xml (XML) — 5KB

01

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement As previously disclosed, 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, on May 24, 2024, the Company issued 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 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 sold an aggregate of approximately 67.4 million units to the Purchasers for aggregate gross proceeds of approximately $42.2 million (collectively, the "Private Placement"). 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 aggregate number of shares of Common Stock and the Company's Class V common stock beneficially owned

02

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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant, dated May 24, 2024. 4.2 Form of Pre-Funded Common Stock Purchase Warrant, dated May 24, 2024. 10.1# Securities Purchase Agreement, dated May 22, 2024, by and among P3 Health Partners Inc. and the Purchasers named therein. 10.2# Registration Rights Agreement, dated May 24, 2024, by and among P3 Health Partners Inc. and the Purchasers named therein. 10.3 Amended and Restated Letter Agreement, dated May 24, 2024, by and among P3 Health Partners Inc., Chicago Pacific Founders GP, L.P. and Chicago Pacific Founders GP III, L.P. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). # The representations and warranties contained in this agreement were made only for purposes of the transactions contemplated by the agreement as of specific dates and may have been qualified by certain disclosures between the parties and a contractual standard of materiality different from those generally applicable under securities laws, among other limitations. The representations and warranties were made for purposes of allocating contractual risk between the parties to the agreement and should not be relied upon as a disclosure of factual information relating to the Company, the Purchasers or the transactions described in this Current Report on Form 8-K.

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 24, 2024 By: /s/ Atul Kavthekar Atul Kavthekar Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR