8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):April 14, 2022

P3 Health Partners Inc.

(Exact name of registrant as specified in itscharter)

(702) 910-3950

(Registrant’s telephone number, includingarea code)

Not Applicable

(Former name or former address, if changed sincelast report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On April 14, 2022, P3 Health Group Inc. (the “Company”) announced that the Company expects to release its financial results for the fourth quarter and full year ended December 31, 2021 on April 25, 2022 and that management plans to host a conference call and webcast on April 25, 2022 at 4:30 p.m. Eastern Time to provide a corporate and financial update. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

Exhibit 99.1

P3 Health Partners to Present Fourth Quarterand Full Year 2021 Financial Results

Management to Host Conference Call and WebcastApril 25, 2022 at 4:30 PM ET

Henderson,NV, April 14, 2022 — P3 Health Partners, Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management company, today announced that the Company expects to release its financial results for the fourth quarter and full year ended December 31, 2021 on Monday April 25, 2022 after the market closes. Management will host a conference call and webcast at 4:30 PM ET to provide a corporate and financial update.

The Company expects to report revenue and adjusted EBITDA for the fourth quarter and full year ended December 31, 2021 in line with the preliminary unaudited financial results announced in the Company’s press release on March 9, 2022.

On March 31, 2022, the Company filed a Form 12b-25 with the Securities and Exchange Commission (the “SEC”) providing the Company with a 15-calendar day extension, until April 15, 2022, to file its Form 10-K for the year ended December 31, 2021 (the “Form 10-K”). The Company anticipates needing additional time beyond the 15-day extension period to complete the accounting disclosures for inclusion in the Form 10-K. The Company is not aware of any disagreements with its independent registered public accounting firm.

About P3 Health Partners

P3 is a patient-centered and physician-led population health management company. Founded and led by physicians, P3 is a team of doctors, clinicians and support service professionals with a shared passion for delivering value-based care. We leverage our deeply integrated and capital efficient care model, data and technology, physician leadership and community outreach tools to create enhanced patient outcomes and experiences, greater satisfaction for providers and caregivers and lower care costs. For more information, visit p3hp.org.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will," or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our preliminary expectations as to revenue and Adjusted EBITDA, the absence of any audit adjustments that may materially affect our previously announced preliminary unaudited financial results, our expectations regarding the timing of the completion of the Company’s accounting, financial statements and disclosure included in the Form 10-K, all of which reflect the Company’s expectations based upon currently available information and data.

Because such statements are based on the Company’s current expectations and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including, but not limited to, the risk that the completion and filing of the Form 10-K takes longer than expected, the risk that additional information may arise during the preparation of the Company’s financial statements, or the risk that the Company discovers a material weakness of which it is not currently aware, and other factors discussed in the “Risk Factors” section of the Company’s Registration Statement on Form S-1 filed with the SEC on December 28, 2021 and in the Company’s other filings with the SEC. All information in this press release is as of the date hereof. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

Contacts

Kassi Belz, Executive Vice President Communications

P3 Health Partners

(904) 415-2744

kbelz@p3hp.org

Investor Relations

Steve Halper

Managing Director, LifeSci Advisors

(646) 876-6455

shalper@lifesciadvisors.com