PACS Group, Inc. Files 8-K with Material Agreement
Ticker: PACS · Form: 8-K · Filed: Apr 15, 2024 · CIK: 2001184
Sentiment: neutral
Topics: material-agreement, corporate-governance, filing
TL;DR
PACS Group filed an 8-K on 4/10/24 for a material agreement & corporate changes.
AI Summary
On April 10, 2024, PACS Group, Inc. entered into a material definitive agreement. The company also filed amendments to its articles of incorporation or bylaws and submitted financial statements and exhibits as part of this 8-K filing. The specific details of the agreement and amendments were not disclosed in the provided text.
Why It Matters
This filing indicates significant corporate activity for PACS Group, Inc., potentially involving new agreements or changes to its corporate structure that could impact its business operations and shareholder value.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement and potential changes to corporate bylaws, which could represent significant strategic shifts or financial commitments for the company.
Key Players & Entities
- PACS Group, Inc. (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- 801) 447-9829 (phone_number) — Registrant's telephone number
- April 10, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by PACS Group, Inc. on April 10, 2024?
The provided text states that PACS Group, Inc. entered into a material definitive agreement on April 10, 2024, but does not specify the details of this agreement.
What specific amendments were made to PACS Group, Inc.'s articles of incorporation or bylaws?
The filing indicates amendments to the articles of incorporation or bylaws, but the specific changes are not detailed in the provided excerpt.
What financial statements and exhibits are included with this 8-K filing?
The filing mentions the submission of financial statements and exhibits, but their content is not described in the provided text.
What is the principal executive office address for PACS Group, Inc.?
The principal executive offices of PACS Group, Inc. are located at 262 N. University Ave., Farmington, Utah 84025.
What is the SIC code for PACS Group, Inc.?
The Standard Industrial Classification (SIC) code for PACS Group, Inc. is 8051, which corresponds to SERVICES-SKILLED NURSING CARE FACILITIES.
Filing Stats: 774 words · 3 min read · ~3 pages · Grade level 10.2 · Accepted 2024-04-15 17:00:22
Key Financial Figures
- $0.001 — ge on which registered Common Stock, $0.001 par value per share PACS The New York S
Filing Documents
- pacsclosing8-k4152024.htm (8-K) — 27KB
- exhibit31-closing8xk.htm (EX-3.1) — 60KB
- exhibit32-closing8xk.htm (EX-3.2) — 234KB
- exhibit101-closing8xk.htm (EX-10.1) — 158KB
- exhibit102-closing8xk.htm (EX-10.2) — 98KB
- 0001628280-24-016245.txt ( ) — 578KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. In connection with the initial public offering (the "Offering" or the "IPO") by PACS Group, Inc. (the "Company") of its common stock, par value $0.001 per share (the "Common Stock"), described in the prospectus (the "Prospectus"), dated April 10, 2024, filed with the Securities and Exchange Commission pursuant to Rule 424(B) of the Securities Act of 1933, as amended (the "Securities Act"), which is deemed to be a part of the Registration Statement on Form S-1 (File No. 333-277893), as amended (the "Registration Statement"), the following agreements were entered into the Registration Rights Agreement, dated April 10, 2024, by and among the Company and each of the other persons from time to time party thereto (the "Registration Rights Agreement") and the Stockholders Agreement, dated April 10, 2024, by and among the Company and each of the other persons from time to time party thereto (the "Stockholders Agreement"). The Registration Rights Agreement and Stockholders Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The form of each of the Registration Rights Agreement and Stockholders Agreement was previously filed as an exhibit to the Registration Statement. The terms of each of the Registration Rights Agreement and Stockholders Agreement are substantially the same as the terms set forth in the form of such agreements previously filed as Exhibits 4.3 and 4.2, respectively, to the Registration Statement and as described therein.
03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. On April 15, 2024, the Company filed an amended and restated certificate of incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware. In addition, the amended and restated bylaws (the "Bylaws") of the Company became effective in connection with the IPO. The Certificate of Incorporation and the Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. The terms of the Certificate of Incorporation and Bylaws are substantially the same as the terms set forth in the forms previously filed as Exhibits 3.2 and 3.4, respectively, to the Registration Statement and as described therein.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of PACS Group, Inc. 3.2 Amended and Restated Bylaws of PACS Group, Inc. 10.1 Registration Rights Agreement by and between PACS Group, Inc. and certain securityholders of PACS Group, Inc., dated as of April 10, 2024 10.2 Stockholders Agreement by and between PACS Group, Inc. and certain securityholders of PACS Group, Inc., dated as of April 10, 2024
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PACS GROUP, INC. Date April 15, 2024 By s John Mitchell John Mitchell Chief Legal Officer and General Counsel