US Physical Therapy Files 8-K on Equity Sales & Officer Changes

TL;DR

USPHY filed an 8-K detailing equity sales and exec changes. Keep an eye on this.

AI Summary

U.S. Physical Therapy, Inc. filed an 8-K on November 1, 2024, reporting on several key events. These include unregistered sales of equity securities, changes in directors and officers, and compensatory arrangements. The filing also addresses Regulation FD disclosures and other material events as of October 31, 2024.

Why It Matters

This filing provides crucial updates on corporate governance and potential equity issuances, which can impact shareholder value and company structure.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or specific financing activities that warrant closer examination.

Key Players & Entities

• U.S. Physical Therapy, Inc. (company) — Registrant
• 0000885978-24-000059 (dollar_amount) — Accession Number
• October 31, 2024 (date) — Period of Report
• November 1, 2024 (date) — Filing Date
• 76-0364866 (dollar_amount) — I.R.S. Employer Identification No.
• 1300 WEST SAM HOUSTON PARKWAY, SUITE 300, HOUSTON, Texas 77043 (location) — Principal Executive Offices Address

FAQ

Key Financial Figures

• $76.5 m — aid the purchase price of approximately $76.5 million, $75 million of which was funded
• $75 million — e price of approximately $76.5 million, $75 million of which was funded by its cash on hand
• $1.5 million — d by its cash on hand and the remaining $1.5 million through the issuance of 18,358 shares o
• $20.0 million — here the sellers can earn up to another $20.0 million of consideration if certain performance

Filing Documents

• form8-k.htm (8-K) — 38KB
• ex99-1.htm (EX-99.1) — 6KB
• logo_usph2020.jpg (GRAPHIC) — 370KB
• 0000885978-24-000059.txt ( ) — 680KB
• usph-20241031.xsd (EX-101.SCH) — 4KB
• usph-20241031_lab.xml (EX-101.LAB) — 21KB
• usph-20241031_pre.xml (EX-101.PRE) — 16KB
• form8-k_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

ITEM 3.02 Unregistered Sales of Equity Securities. The disclosure under Item 8.01 of this Form 8-K relating to the issuance of shares of the common stock of U.S. Physical Therapy, Inc. (the "Company") in connection with the closing of the transactions contemplated by the Purchase Agreement (as defined in Item 8.01 hereof) is incorporated by reference into this Item 3.02. ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the transactions contemplated by the Purchase Agreement, and effective as of February 24, 2025, the Company expanded its board of directors (the "Board") from seven to eight directors and appointed Michael G. Mayrsohn as a director of the Company to fill such vacancy. Mr. Mayrsohn's term expires at the Company's 2025 Annual Meeting of Stockholders. Mr. Mayrsohn serves as the Chief Executive Officer of Metro (as defined in Item 8.01 hereof) and has served in that position since 2016. Prior to being promoted to CEO and starting in 2013, Mr. Mayrsohn worked at Metro and its affiliated therapy practices as a Physical Therapist and as a Clinical Director. He is a licensed physical therapist and received his Doctorate of Physical Therapy in 2012. The Board did not appoint Mr. Mayrsohn to any of its committees. He was not elected pursuant to any arrangement or understanding between himself and any other person. Other than the transactions contemplated by the Purchase Agreement, Mr. Mayrsohn has not had a direct or indirect material interest in any transaction to which the Company is a party.

01 Regulation FD Disclosure

ITEM 7.01 Regulation FD Disclosure . On October 31, 2024, the Company issued a press release announcing the closing of the transactions contemplated by the Purchase Agreement. A copy of this press release is attached hereto as Exhibit 99.1. The information in this Item 7.01 (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act.

01 Regulation FD Disclosure

ITEM 8.01 Regulation FD Disclosure . On October 31, 2024, the Company completed the previously announced acquisition of a 50% interest in MSO Metro, LLC ("Metro") pursuant to the Equity Interest Purchase Agreement (the "Purchase Agreement") dated October 7, 2024 among U.S. Physical Therapy, Ltd. (a subsidiary of the Company), Metro, the members of Metro, and Michael G. Mayrsohn, as Sellers' Representative. The Company also became the managing member of Metro. At the closing, the Company paid the purchase price of approximately $76.5 million, $75 million of which was funded by its cash on hand and the remaining $1.5 million through the issuance of 18,358 shares of the Company's common stock based on a trailing five-day average as of the day immediately prior to the closing. The shares of the Company's common stock were issued in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act. The Purchase Agreement also includes an earnout where the sellers can earn up to another $20.0 million of consideration if certain performance criteria relating to the Metro business are achieved.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits Description of Exhibits 99.1 Registrant's Press Release dated October 31, 2024, 2024 SIGNATURE 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. U.S. PHYSICAL THERAPY, INC. Dated: November 1, 2024 By: /s/ CAREY HENDRICKSON Carey Hendrickson Chief Financial Officer (duly authorized officer and principal financial and accounting officer)

View Full Filing

View this 8-K filing on SEC EDGAR