P3 Health Partners Inc 8-K, filed Nov 14, 2023
P3 Health Partners Inc. (PIII)
About this 8-K
P3 Health Partners Inc filed this 8-K on November 14, 2023, reporting on events of November 8, 2023.
Items reported
- Item 1.01: Entered into a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry Into a Material Definitive Agreement..
On November 8, 2023, P3 Health Partners Inc. (the “Company”) and certain of its stockholders (representing a majority of the registrable securities under the Registration Rights Agreement (as defined below)) entered into an amendment and waiver (the “Registration Rights Amendment and Waiver”) to the Registration Rights Agreement, dated as of April 6, 2023 (the “Registration Rights Agreement”), by and among the Company and the stockholders party thereto.
Pursuant to the Registration Rights Amendment and Waiver, the Registration Rights Agreement is amended to provide that the shelf Registration Statement on Form S-3 filed by the Company on November 9, 2023 (the “Registration Statement”) is excluded from the definition of “Primary Offering Registration Statement,” and that the provisions in Section 1.9 of the Registration Rights Agreement that pertain to Underwritten Offerings or piggyback registration rights do not apply to the Registration Statement and any amendments and supplements thereto and combined registration statements therewith, and the at-the-market offering program entered into by the Company on November 9, 2023.
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: | November 13, 2023 | By: | /s/ Atul Kavthekar |
| Atul Kavthekar | |||
| Chief Financial Officer |