P3 Health Partners Inc. Files 8-K with Agreements and Obligations

TL;DR

P3 Health Partners inked new deals, ditched old ones, and took on debt. Watch this space.

AI Summary

On December 12, 2024, P3 Health Partners Inc. entered into a Material Definitive Agreement and terminated another. The company also incurred a direct financial obligation. The filing indicates unregistered sales of equity securities and includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial health and stock performance.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, terminations, and unregistered sales of equity, indicating significant corporate activity that could carry inherent risks.

Key Players & Entities

• P3 Health Partners Inc. (company) — Registrant
• Foresight Acquisition Corp. (company) — Former Company Name
• December 12, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share PIII The Nasdaq Stock Market
• $11.50 — A common stock at an exercise price of $11.50 PIIIW The Nasdaq Stock Market LLC Ind
• $25.0 million — 2024, and provides for funding of up to $25.0 million (the "Promissory Note"), available for
• $15.0 million — hes, as follows: (i) a first tranche of $15.0 million available to P3 LLC upon the Effective
• $10.0 million — ate, and (ii) a second tranche of up to $10.0 million available at the Company's sole option
• $1.25 million — ments must be in increments of at least $1.25 million. The Promissory Note provides for manda
• $25.0 m — fective Date an up-front fee of 1.5% of $25.0 million, the maximum draw amount. In addi
• $0.2137 — f Common Stock, at an exercise price of $0.2137 per share. The number of shares of Comm

Filing Documents

• piii-20241212.htm (8-K) — 49KB
• piii-20241217xexx101.htm (EX-10.1) — 115KB
• piii-20241217xexx102.htm (EX-10.2) — 90KB
• piii-20241217xexx103.htm (EX-10.3) — 93KB
• piii-20241217xexx104.htm (EX-10.4) — 74KB
• piii-20241217xexx105.htm (EX-10.5) — 105KB
• piii-20241217xexx106.htm (EX-10.6) — 94KB
• piii-20241217xexx107.htm (EX-10.7) — 55KB
• piii-20241212_g1.jpg (GRAPHIC) — 201KB
• 0001628280-24-051677.txt ( ) — 1425KB
• piii-20241212.xsd (EX-101.SCH) — 2KB
• piii-20241212_def.xml (EX-101.DEF) — 15KB
• piii-20241212_lab.xml (EX-101.LAB) — 26KB
• piii-20241212_pre.xml (EX-101.PRE) — 16KB
• piii-20241212_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 12, 2024 (the "Effective Date"), P3 Health Group, LLC ("P3 LLC"), a subsidiary of P3 Health Partners Inc. (the "Company"), entered into a financing transaction with VBC Growth SPV 3, LLC ("VBC 3"), consisting of an unsecured promissory note (the "Promissory Note") and warrants (the "Warrants") to purchase shares of Class A Common Stock, par value $0.0001 per share, of the Company (the "Common Stock"). VBC 3 is a Delaware limited liability company managed by Chicago Pacific Founders GP III, L.P. ("CPF GP III"), an affiliate of the principal stockholder of the Company. The entry into the Promissory Note and the issuance of the Warrants was approved by a committee of independent, disinterested directors of the Company. VBC 3 Promissory Note The Promissory Note was issued by P3 LLC to VBC 3 on December 12, 2024, and provides for funding of up to $25.0 million (the "Promissory Note"), available for draw by P3 LLC in two tranches, as follows: (i) a first tranche of $15.0 million available to P3 LLC upon the Effective Date, and (ii) a second tranche of up to $10.0 million available at the Company's sole option in a single draw, on or prior to December 31, 2024. The maturity date of the Promissory Note is June 30, 2028. Interest is payable at 19.5 % per annum on a quarterly cycle (in arrears) beginning March 31, 2025. P3 LLC may elect to pay interest 11.5% in kind and 8.0% in cash, but if the terms of the Subordination Agreement (as defined below) do not permit P3 LLC to pay interest in cash, interest will be paid entirely in-kind. The Promissory Note may be prepaid, at the Company's option, either in whole or in part, without penalty or premium, at any time and from time to time, subject to the payment of the back-end fee described below; provided that prepayments must be in increments of at least $1.25 million. The Promissory Note provides for mandatory prepayments with the proceeds of certain asset sale

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The disclosure included in Item 1.01 above relating to the 2022 Loan is incorporated herein by reference. The proceeds of the VBC 1 2024 Loan were deemed to repay in full all principal, interest and other amounts owing under the 2022 Loan. In connection with the replacement of the 2022 Loan with the VBC 1 2024 Loan, VBC 1 waived the back-end facility fee that otherwise would have been payable under the 2022 Loan. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure included in Item 1.01 above is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure included in Item 1.01 above relating to the Warrant Agreement and the Warrants is incorporated herein by reference. The Warrants were, and the shares underlying the Warrants will be, issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as no general solicitation was used in the offer and sale of such securities.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Unsecured Promissory Note, dated December 12, 2024, by and between P3 Health Group, LLC and VBC Growth SPV 3, LLC . 10.2 Warrant Agreement, dated December 12, 2024, by and among P3 Health Group, LLC, P3 Health Partners Inc. and VBC Growth SPV 3, LLC. 10.3 Subordination Agreement, dated December 12, 2024, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV 3, LLC . 10.4 Sixth Amendment to Term Loan Agreement, dated as of December 12, 2024, by and among P3 Health Group, LLC, as borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and CRG Servicing LLC, as administrative agent and collateral agent. 10.5 Unsecured Promissory Note, dated December 12, 2024, by and between P3 Health Group, LLC and VBC Growth SPV , LLC . 10.6 Subordination Agreement, dated December 12, 2024, by and among P3 Health Group, LLC, CRG Servicing LLC and VBC Growth SPV , LLC. 10.7 Second Amended and Restated Letter Agreement, dated December 12, 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).

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: December 17, 2024 By: /s/ Leif Pedersen Leif Pedersen Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR