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| CIK | 1832511 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Foresight Acquisition Corp - Class A
SEC Filings (Chronological Order)
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| May 26, 2026 |
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): May 20, 2026 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 15, 2026 |
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): May 14, 2026 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 15, 2026 |
EX 99.1 P3 HEALTH PARTNERS INC. and SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (in thousands, except per share amounts) (unaudited) AS REPORTED PRO FORMA March 31, 2026 Debt Conversion Series D Issuance March 31, 2026 ASSETS CURRENT ASSETS: Cash $ 25,497 $ — $ 30,000 $ 55,497 Restricted cash 605 — — 605 Health plan receivable, net of allowance for credit losses of $281 124,894 — — |
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| May 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40033 P3 Health Partners I |
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| May 14, 2026 |
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): May 14, 2026 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 14, 2026 |
Exhibit 99.1 P3 Health Partners Announces First Quarter 2026 Results Raises Full-Year 2026 Adjusted EBITDA Guidance Management to Host Conference Call and Webcast May 14, 2026 at 4:30 PM ET HENDERSON, NV—May 14, 2026—P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management company, today announced its financial results for th |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 30, 2026 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 28, 2026 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [] by and among P3 HEALTH PARTNERS INC., a Delaware corporation (the “Company”), and the purchasers listed on Annex A hereto (and together with their successors and any Person that becomes a party hereto pursuant to Section 4.1, the “Purchasers”). Capitalized terms that are used b |
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| April 28, 2026 |
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 27, 2026 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| April 28, 2026 |
Exhibit 10.1 DEBT EXCHANGE AGREEMENT This Debt Exchange Agreement (this “Agreement”), dated as of April 27, 2026 (the “Closing Date”) is entered into by and among P3 Health Group, LLC, a Delaware limited liability company (“P3HG”), P3 Health Partners Inc., a Delaware corporation (“Holdings”), and VBC Growth SPV, LLC, VBC Growth SPV 2, LLC, VBC Growth SPV 3, VBC Growth SPV 4, and VBC Growth SPV 5, |
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| April 28, 2026 |
THIRD AMENDED AND RESTATED LETTER AGREEMENT Exhibit 10.5 THIRD AMENDED AND RESTATED LETTER AGREEMENT This THIRD AMENDED AND RESTATED LETTER AGREEMENT (this “Agreement”) is entered into as of April 27, 2026 by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), and Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF |
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| April 28, 2026 |
P3 HEALTH PARTNERS INC. Class A Common Stock Purchase Warrant Exhibit 10.4 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN EXC |
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| April 28, 2026 |
P3 HEALTH PARTNERS INC. SECURITIES PURCHASE AGREEMENT Exhibit 10.2 P3 HEALTH PARTNERS INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of April 27, 2026 (the “Effective Date”), by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), and each of those persons, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedul |
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| April 28, 2026 |
Exhibit 3.1 FORM OF CERTIFICATE OF DESIGNATION of Series A, B, C, and D Cumulative Preferred Stock *** CERTIFICATE OF DESIGNATIONS OF SERIES A 13.5% CUMULATIVE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware, P3 Health Partners Inc., a Delaware corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corpora |
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| April 20, 2026 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 3, 2026 |
As filed with the Securities and Exchange Commission on April 3, 2026 As filed with the Securities and Exchange Commission on April 3, 2026 Registration No. |
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| April 3, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 P3 Health Partners Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Class A common stock, $0.0001 par value per share Other 72,059 $ 2.6525 $ 191,136.50 0.0001381 $ 26.40 Total |
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| March 26, 2026 |
EIGHTH AMENDMENT TO TERM LOAN AGREEMENT Exhibit 10.55 EIGHTH AMENDMENT TO TERM LOAN AGREEMENT THIS EIGHTH AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of May 2, 2025, is entered into between P3 HEALTH GROUP, LLC, a Delaware limited liability company (“Borrower”) (formerly known as FAC MERGER SUB LLC, successor by merger to P3 HEALTH GROUP HOLDINGS, LLC), the Subsidiary Guarantors party hereto, the Lenders party hereto a |
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| March 26, 2026 |
Exhibit 21.1 Listed below are the significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) of P3 Health Partners Inc. as of December 31, 2025. This list does not include Company subsidiaries that did not meet the conditions required to be deemed a significant subsidiary as of December 31, 2025. Subsidiaries of the Registrant Entity Name Jurisdiction of Organization P3 Health Partner |
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| March 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40033 P3 Health Partners Inc. ( |
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| March 26, 2026 |
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): March 26, 2026 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| March 26, 2026 |
LIMITED LIABILITY COMPANY AGREEMENT P3 COMMONWEALTH INNOVATION MSO, LLC Exhibit 10.60 LIMITED LIABILITY COMPANY AGREEMENT OF P3 COMMONWEALTH INNOVATION MSO, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT OF P3 COMMONWEALTH INNOVATION MSO, LLC, a Delaware limited liability company (the “Company”), is entered into as of November 11, 2025, by and among the Company and the Members listed on Schedule A attached hereto. RECITALS WHEREAS, the Members desire to operate the Comp |
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| March 26, 2026 |
Exhibit 10.61 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is entered into on November 11, 2025, but is effective as of January 1, 2026 (the “Effective Date”), by and among the COMMONWEALTH PRIMARY CARE ACO LLC, an Arizona limited liability company (“CPC”), P3 HEALTH PARTNERS REACH ACO, LLC, a Nevada limited liability company (“PHP”) and P3 COMMONWEALTH INNOV |
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| March 26, 2026 |
Exhibit 99.1 P3 Health Partners Announces Fourth Quarter and Full Year 2025 Results Providing 2026 Guidance, Indicating a $10 Million Adjusted EBITDA Midpoint Management to Host Conference Call and Webcast March 26, 2026 at 4:30 PM ET HENDERSON, NV—March 26, 2026—P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management compan |
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| March 25, 2026 |
Exhibit 10.1 Statement of Work No. 1 This Statement of Work Number No. 1 (“SOW”) is entered into by and between P3 Health Partners, LLC (“P3”), a Delaware limited liability company with an office at 2370 Corporate Circle, Suite 300, Henderson, Nevada 89074 and (“Client”), a stock insurance corporation formed under the laws of Nebraska. This SOW is issued under and subject to the Master Services Ag |
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| March 25, 2026 |
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): March 19, 2026 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| February 17, 2026 |
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): February 11, 2026 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commissi |
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| February 17, 2026 |
AMENDMENT TO UNSECURED PROMISSORY NOTE Exhibit 10.1 AMENDMENT TO UNSECURED PROMISSORY NOTE This Amendment to Unsecured Promissory Note (this “Amendment”) is entered into as of February 11, 2026, by and between P3 Health Group, LLC (the “Company”) and VBC Growth SPV 5, LLC (the “Holder”). Any capitalized terms used herein but not defined herein shall have the meaning set forth in the Unsecured Promissory Note, by and between the Company |
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| November 28, 2025 |
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): November 21, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commissi |
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| November 14, 2025 |
Exhibit 99.1 P3 Health Partners Announces Third Quarter 2025 Results P3 Reports Continued Operational Progress and Expansion of Care Enablement Model in a Transitional Year $120 to $170 Million EBITDA Expansion Opportunity Strengthens Path to Meaningful Profitability Management to Host Conference Call and Webcast November 14, 2025 at 8:00 AM ET HENDERSON, NV—November 13, 2025—P3 Health Partners In |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40033 P3 Health Partne |
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| November 14, 2025 |
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): November 13, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commissi |
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| November 14, 2025 |
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): November 11, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commissi |
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| August 29, 2025 |
TENTH AMENDMENT TO TERM LOAN AGREEMENT Exhibit 10.1 TENTH AMENDMENT TO TERM LOAN AGREEMENT THIS TENTH AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of August 27, 2025, is entered into among P3 HEALTH GROUP, LLC, a Delaware limited liability company (“Borrower”) (formerly known as FAC MERGER SUB LLC, successor by merger to P3 HEALTH GROUP HOLDINGS, LLC), the Subsidiary Guarantors party hereto, the Lenders party hereto an |
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| August 29, 2025 |
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): August 27, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| August 14, 2025 |
Exhibit 99.1 P3 Health Partners Announces Second Quarter 2025 Results Core Business Demonstrates Strength with Flat Medical Cost Trends Despite Industry Inflation $120-$170 Million in Additional EBITDA Opportunities Identified for 2026 Adjusted Full Year Guidance Reflects Prior Period Headwinds Management to Host Conference Call and Webcast August 14, 2025 at 4:30 PM ET HENDERSON, NV—August 14, 20 |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40033 P3 Health Partners In |
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| August 14, 2025 |
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): August 14, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| July 9, 2025 |
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): July 2, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 10, 2025 |
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): June 4, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 3, 2025 |
EX-10.2 3 piii-20250529xex102warrants.htm EX-10.2 Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION ST |
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| June 3, 2025 |
Exhibit 10.4 NINTH AMENDMENT TO TERM LOAN AGREEMENT THIS NINTH AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of May 29, 2025, is entered into among P3 HEALTH GROUP, LLC, a Delaware limited liability company (“Borrower”) (formerly known as FAC MERGER SUB LLC, successor by merger to P3 HEALTH GROUP HOLDINGS, LLC), the Subsidiary Guarantors party hereto, the Lenders party hereto and C |
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| June 3, 2025 |
Exhibit 10.3 SUBORDINATION AGREEMENT This Subordination Agreement (this “Agreement”) is made as of May 29, 2025 among CRG Servicing LLC, a Delaware limited liability company (“Senior Agent”), and VBC Growth SPV 5, LLC, a Delaware limited liability company (“Subordinated Creditor”). RECITALS: A. P3 Health Group, LLC, a Delaware limited liability company (“Borrower”), intends to issue in favor of Su |
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| June 3, 2025 |
Exhibit 10.1 THIS UNSECURED PROMISSORY NOTE (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THIS “NOTE”) AND ANY SECURITIES WHICH MAY BE ISSUED BY THE COMPANY (AS DEFINED BELOW) UNDER ITS TERMS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CON |
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| June 3, 2025 |
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): May 29, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 15, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 15, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 15, 2025 |
Exhibit 99.1 P3 Health Partners Announces First Quarter 2025 Results Affirming 2025 guidance Management to Host Conference Call and Webcast May 15, 2025 at 4:30 PM ET HENDERSON, NV—May 15, 2025—P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management company, today announced its financial results for the first quarter ended M |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40033 P3 Health Partners I |
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| April 29, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 17, 2025 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF P3 HEALTH PARTNERS INC. P3 Health Partners Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: That, at a meeting of the Board of Directors of the Corporation, resolutions were dul |
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| April 17, 2025 |
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 11, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| April 4, 2025 |
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 4, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission F |
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| April 3, 2025 |
Submission of Matters to a Vote of Security Holders 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): March 31, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| April 1, 2025 |
Exhibit 107.1 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) P3 HEALTH PARTNERS INC. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Class A common |
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| April 1, 2025 |
As filed with the Securities and Exchange Commission on March 31, 2025 As filed with the Securities and Exchange Commission on March 31, 2025 Registration No. |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40033 P3 Health Partners Inc. ( |
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| March 28, 2025 |
dated November 30, 2024, by and between P3 Health Group, LLC and VBC Growth SPV 2, LLC. Execution Version FIRST AMENDMENT TO UNSECURED PROMISSORY NOTE THIS FIRST AMENDMENT TO UNSECURED PROMISSORY NOTE (this “Agreement”), dated as of November 30, 2024, is entered into between P3 HEALTH GROUP, LLC, a Delaware limited liability company (“Company”) and VBC Growth SPV 2, LLC, a Delaware limited liability company (“Holder”). |
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| March 28, 2025 |
0, 2024, by and among P3 Health Group, LLC, as borrower, the Subsid Execution Version FIFTH AMENDMENT TO TERM LOAN AGREEMENT THIS FIFTH AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of November 30, 2024, is entered into among P3 HEALTH GROUP, LLC, a Delaware limited liability company (“Borrower”) (formerly known as FAC MERGER SUB LLC, successor by merger to P3 HEALTH GROUP HOLDINGS, LLC), the Subsidiary Guarantors party hereto, the Lenders party hereto and CRG SERVICING LLC, as administrative agent and collateral agent (the “Agent”). |
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| March 28, 2025 |
P3 HEALTH PARTNERS INC. INSIDER TRADING POLICY Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Violating such laws can undermine investor t |
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| March 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 27, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| March 27, 2025 |
Exhibit 99.1 P3 Health Partners Announces Fourth Quarter and Full Year 2024 Results Revenue increased 18% year-over-year to $1.50 billion Affirming 2025 guidance Management to Host Conference Call and Webcast March 27, 2025 at 4:30 PM ET HENDERSON, NV—March 27, 2025—P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management com |
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| March 3, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 20, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 18, 2025 |
Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN EXC |
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| February 18, 2025 |
Exhibit 10.1 THIS UNSECURED PROMISSORY NOTE (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THIS “NOTE”) AND ANY SECURITIES WHICH MAY BE ISSUED BY THE COMPANY (AS DEFINED BELOW) UNDER ITS TERMS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CON |
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| February 18, 2025 |
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): February 13, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commissi |
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| February 18, 2025 |
Exhibit 10.4 SEVENTH AMENDMENT TO TERM LOAN AGREEMENT THIS SEVENTH AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of February 13, 2025, is entered into among P3 HEALTH GROUP, LLC, a Delaware limited liability company (“Borrower”) (formerly known as FAC MERGER SUB LLC, successor by merger to P3 HEALTH GROUP HOLDINGS, LLC), the Subsidiary Guarantors party hereto, the Lenders party her |
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| February 18, 2025 |
Exhibit 10.3 SUBORDINATION AGREEMENT This Subordination Agreement (this “Agreement”) is made as of February 13, 2025 among CRG Servicing LLC, a Delaware limited liability company (“Senior Agent”), and VBC Growth SPV 4, LLC, a Delaware limited liability company (“Subordinated Creditor”). RECITALS: A. P3 Health Group, LLC, a Delaware limited liability company (“Borrower”), intends to issue in favor |
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| February 13, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 13, 2025 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commissi |
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| February 13, 2025 |
Exhibit 99.1 P3 Health Partners Provides Preliminary 2025 Guidance and Announces Proposed Financing Transaction Company provides preliminary 2025 guidance and advance notification of a proposed financing transaction to provide a $30 million unsecured promissory note HENDERSON, NV—February 13, 2025—P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered, physician-led pop |
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| December 17, 2024 |
Exhibit 10.6 SUBORDINATION AGREEMENT This Subordination Agreement (this “Agreement”) is made as of December 12, 2024 among CRG Servicing LLC, a Delaware limited liability company (“Senior Agent”), and VBC Growth SPV LLC, a Delaware limited liability company (“Subordinated Creditor”). RECITALS: A. P3 Health Group, LLC, a Delaware limited liability company (“Borrower”), intends to issue in favor of |
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| December 17, 2024 |
Unsecured Promissory Note, dated December 12, 2024, by and between P3 Health Exhibit 10.1 THIS UNSECURED PROMISSORY NOTE (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THIS “NOTE”) AND ANY SECURITIES WHICH MAY BE ISSUED BY THE COMPANY (AS DEFINED BELOW) UNDER ITS TERMS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CON |
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| December 17, 2024 |
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): December 12, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commissi |
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| December 17, 2024 |
Exhibit 10.7 SECOND AMENDED AND RESTATED LETTER AGREEMENT This SECOND AMENDED AND RESTATED LETTER AGREEMENT (this “Agreement”) is entered into as of December 12, 2024 by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), and Chicago Pacific Founders GP III, L.P., a Delaware limited partnership ( |
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| December 17, 2024 |
Exhibit 10.4 SIXTH AMENDMENT TO TERM LOAN AGREEMENT AND CONSENT THIS SIXTH AMENDMENT TO TERM LOAN AGREEMENT AND CONSENT (this “Agreement”), dated as of December 12, 2024, is entered into among P3 HEALTH GROUP, LLC, a Delaware limited liability company (“Borrower”) (formerly known as FAC MERGER SUB LLC, successor by merger to P3 HEALTH GROUP HOLDINGS, LLC), the Subsidiary Guarantors party hereto, t |
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| December 17, 2024 |
Subordination Agreement, dated December 12, 2024, by and among P3 Health Group, LLC, CRG Servicing Exhibit 10.3 SUBORDINATION AGREEMENT This Subordination Agreement (this “Agreement”) is made as of December 12, 2024 among CRG Servicing LLC, a Delaware limited liability company (“Senior Agent”), and VBC Growth SPV 3, LLC, a Delaware limited liability company (“Subordinated Creditor”). RECITALS: A. P3 Health Group, LLC, a Delaware limited liability company (“Borrower”), intends to issue in favor |
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| December 17, 2024 |
Exhibit 10.5 THIS UNSECURED PROMISSORY NOTE (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THIS “NOTE”) AND ANY SECURITIES WHICH MAY BE ISSUED BY THE COMPANY (AS DEFINED BELOW) UNDER ITS TERMS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CON |
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| December 17, 2024 |
Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN EXC |
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| November 14, 2024 |
PIII / P3 Health Partners Inc. / Alyeska Investment Group, L.P. Passive Investment SC 13G 1 alyeska-piii093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* P3 Health Partners Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 744413105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Che |
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| November 12, 2024 |
Exhibit 99.1 P3 Health Partners Announces Third Quarter 2024 Results Revenue increased 26% year-over-year to $362.1 million Third quarter results were affected by lower risk adjustments, higher medical expenses in the current year, and retroactive adjustments Executing key 2025 initiatives with a focus on improvements in profitability metrics Management to Host Conference Call and Webcast November |
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| November 12, 2024 |
Exhibit 10.2 P3 HEALTH PARTNERS INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE P3 Health Partners Inc., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the P3 Health Partners Inc. 2021 Incentive Award P |
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| November 12, 2024 |
Offer Letter Agreement, dated as of Exhibit 10.1 July 23, 2024 Re: Leif Pedersen Offer Letter for P3 Health Partners Dear Leif, It is with great pleasure that we extend this invitation to join P3 as its next Chief Financial Officer (CFO). We believe we are building a remarkable team of thought leaders in healthcare and are thrilled to invite you to be part of it. The commitment and conviction you have demonstrated about the importan |
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| November 12, 2024 |
Exhibit 10.3 P3 HEALTH PARTNERS INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE P3 Health Partners Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the P3 Health Partners |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40033 P3 Health Partne |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 12, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commissi |
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| November 8, 2024 |
SC 13D/A 1 ea0218790-13da3chicagop3.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* P3 Health Partners Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 744413 105 (CUSIP Number) Michael J. Wilson Chief Financial |
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| August 29, 2024 |
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): August 29, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| August 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 7, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| August 7, 2024 |
Exhibit 99.1 P3 Health Partners Announces Second Quarter 2024 Results Management to Host Conference Call and Webcast August 7, 2024 at 4:30 PM ET HENDERSON, NV—August 7, 2024—P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management company, today announced its financial results for the second quarter ended June 30, 2024. “In |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40033 P3 Health Partners In |
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| June 28, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280287 P3 Health Partners Inc. 134,768,734 Shares of Class A Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the Selling Stockholders (as defined herein) identified in this prospectus of up to an aggregate of 134,768,734 shares of Class A Commo |
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| June 26, 2024 |
PIII / P3 Health Partners Inc. / Leavitt Equity Partners II, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) P3 Health Partners Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 744413 105 (CUSIP Number) Taylor Leavitt Managing Partner and Chief Executive Officer Leavitt Equity Partners II, L.P. Lea |
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| June 25, 2024 |
June 25, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N. |
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| June 24, 2024 |
United States securities and exchange commission logo June 24, 2024 Aric Coffman, M. |
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| June 18, 2024 |
As filed with the Securities and Exchange Commission on June 18, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 18, 2024 Registration No. |
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| June 18, 2024 |
Exhibit 107 Exhibit 107 Calculation of Filing Fee Table Registration Statement on Form S-3 (Form Type) P3 HEALTH PARTNERS INC. |
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| June 7, 2024 |
Submission of Matters to a Vote of Security Holders 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): June 6, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 24, 2024 |
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): May 24, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction (Commission (I.R.S. Employer of |
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| May 24, 2024 |
Form of Pre-Funded Common Stock Purchase Warrant, dated May 24, 2024. Exhibit 4.2 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN |
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| May 24, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 24, 2024 by and among P3 HEALTH PARTNERS INC., a Delaware corporation (the “Company”), and the sellers listed on Annex A hereto (and together with their successors and any Person that becomes a party hereto pursuant to Section 4.1, the “Sellers”). Capitalized terms that are us |
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| May 24, 2024 |
Exhibit 10.3 Amended and Restated LETTER AGREEMENT This AMENDED AND RESTATED LETTER AGREEMENT (this “Agreement”) is entered into as of May 24, 2024 by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), and Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III”, colle |
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| May 24, 2024 |
Exhibit 10.1 P3 HEALTH PARTNERS INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of May 22, 2024 (the “Effective Date”), by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (t |
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| May 24, 2024 |
Form of Common Stock Purchase Warrant, dated May 24, 2024. Exhibit 4.1 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN |
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| May 23, 2024 |
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): May 22, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction (Commission (I.R.S. Employer of |
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| May 20, 2024 |
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): May 15, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 9, 2024 |
Exhibit 10.4 P3 HEALTH PARTNERS INC. 2024 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE P3 Health Partners Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of |
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| May 9, 2024 |
2024 Employment Inducement Incentive Award Plan Form of Option Agreement. Exhibit 99.3 P3 HEALTH PARTNERS INC. 2024 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE P3 Health Partners Inc., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the P3 Health Partners Inc. |
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| May 9, 2024 |
2024 Employment Inducement Incentive Award Plan Form of Restricted Stock Unit Agreement. Exhibit 99.2 P3 HEALTH PARTNERS INC. 2024 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE P3 Health Partners Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of |
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| May 9, 2024 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into between P3 Health Group Management, LLC (“OpCo”), P3 Health Partners Inc., a Delaware corporation (“TopCo” and, together with OpCo, the “Company”), and Aric Coffman (the “Executive”). W I T N E S S E T H WHEREAS, the Company desires to employ the Executive as the Chief Executive Offic |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 9, 2024 |
Exhibit 107.1 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) P3 HEALTH PARTNERS INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 2024 Employment Inducemen |
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| May 9, 2024 |
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): May 7, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 9, 2024 |
Exhibit 10.5 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is entered into between P3 Health Group Management, LLC (“OpCo”), P3 Health Partners, Inc., a Delaware corporation (“TopCo” and, together with OpCo, the “Company”), and Sherif Abdou (the “Consultant”), and is effective as of the later of (i) 12:00 p.m. ET on May 8, 2024 and (ii) receipt and effectiveness of a letter fro |
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| May 9, 2024 |
Employment Inducement Incentive Award Plan. Exhibit 99.1 P3 HEALTH PARTNERS INC. 2024 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate Eligible Individuals who are expected to make important contributions to the Company and P3 Health Group, LLC (the “Operating Company”) by providing these individuals with equity ownership opportunities and/or |
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| May 9, 2024 |
Exhibit 10.3 P3 HEALTH PARTNERS INC. 2024 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE P3 Health Partners Inc., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the P3 Health Partners Inc. |
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| May 9, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 9, 2024 |
P3 Health Partners Inc. 2024 Employment Inducement Incentive Award Plan Exhibit 99.1 P3 HEALTH PARTNERS INC. 2024 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate Eligible Individuals who are expected to make important contributions to the Company and P3 Health Group, LLC (the “Operating Company”) by providing these individuals with equity ownership opportunities and/or |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40033 P3 Health Partners I |
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| May 8, 2024 |
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): May 8, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 8, 2024 |
Exhibit 99.1 P3 Health Partners Announces First Quarter 2024 Results Dr. Aric Coffman joins P3 Health Partners as CEO Total revenue growth of 29% year-over-year Reaffirming 2024 guidance Anticipates reaching Adjusted EBITDA positive in 2024 Management to Host Conference Call and Webcast May 8, 2024 at 4:30 PM ET HENDERSON, NV—May 8, 2024—P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PII |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 26, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 28, 2024 |
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): March 22, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| March 28, 2024 |
Exhibit 99.1 P3 Health Partners Announces Fourth Quarter and Full Year 2023 Results Total revenue growth of 21% year-over-year, beating our 2023 guidance Affirming 2024 guidance Anticipates reaching Adjusted EBITDA positive in 2024 Management to Host Conference Call and Webcast March 28, 2024 at 4:30 PM ET HENDERSON, NV—March 28, 2024—P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), |
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| March 28, 2024 |
Exhibit 21.1 Subsidiaries of the Registrant Entity Name DBA Jurisdiction of Organization P3 Health Group, LLC P3 Health Group, LLC Delaware P3 Health Group Management, LLC P3 Health Group Management, LLC Delaware P3 Health Partners, LLC P3 Health Partners, LLC Delaware P3 Health Partners-California, LLC P3 Health Partners-California, LLC Delaware P3 Health Partners-Nevada, LLC P3 Health Partners-N |
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| March 28, 2024 |
Consent, by and between P3 Health Group, LLC and VBC Growth SPV LLC. Exhibit 10.4 CONSENT THIS CONSENT (this “Agreement”), dated as of March 22, 2024, is entered into among P3 HEALTH GROUP, LLC, a Delaware limited liability company (“Borrower”) and VBC Growth SPV LLC, a Delaware limited liability company (the “Holder”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note (as defined below). RECI |
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| March 28, 2024 |
Policy for Recovery of Erroneously Awarded Compensation. Exhibit 97.1 P3 HEALTH PARTNERS INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION The Board of Directors (the “Board”) of P3 Health Partners Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of December 1, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are define |
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| March 28, 2024 |
Unsecured Promissory Note, by and between P3 Health Group, LLC and VBC Growth SPV 2, LLC. Exhibit 10.1 THIS UNSECURED PROMISSORY NOTE (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THIS “NOTE”) AND ANY SECURITIES WHICH MAY BE ISSUED BY THE COMPANY (AS DEFINED BELOW) UNDER ITS TERMS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CON |
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| March 28, 2024 |
Exhibit 10.31 P3 HEALTH PARTNERS INC. AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT AND WAIVER November 8, 2023 This Amendment No. 1 to Registration Rights Agreement and Waiver (this “Amendment No. 1 and Waiver”) is entered into effective as of November 8, 2023 and amends that certain Registration Rights Agreement, dated as of April 6, 2023 (as amended and/or restated from time to time, the “Re |
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| March 28, 2024 |
Exhibit 10.2 SUBORDINATION AGREEMENT This Subordination Agreement (this “Agreement”) is made as of March 22, 2024 among CRG Servicing LLC, a Delaware limited liability company (“Senior Agent”), and VBC Growth SPV 2, LLC, a Delaware limited liability company (“Subordinated Creditor”). RECITALS: A. P3 Health Group, LLC, a Delaware limited liability company (“Borrower”), intends to issue in favor of |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40033 P3 Health Partners Inc. ( |
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| March 28, 2024 |
Exhibit 10.3 FOURTH AMENDMENT TO TERM LOAN AGREEMENT THIS FOURTH AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of March 22, 2024, is entered into among P3 HEALTH GROUP, LLC, a Delaware limited liability company (“Borrower”) (formerly known as FAC MERGER SUB LLC, successor by merger to P3 HEALTH GROUP HOLDINGS, LLC), the Subsidiary Guarantors party hereto, the Lenders party hereto a |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40033 CUSIP Number: 744413105 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T |
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| March 12, 2024 |
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): March 8, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission F |
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| March 12, 2024 |
Amended and Restated Bylaws of the Company. Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF P3 HEALTH PARTNERS INC. (a Delaware corporation) Dated as of March 8, 2024 CONTENTS Page Article I. Meetings of Stockholders 1 Section 1.01 Place of Meetings. 1 Section 1.02 Annual Meetings. 1 Section 1.03 Special Meetings. 1 Section 1.04 Notice of Meetings. 1 Section 1.05 Adjournments. 1 Section 1.06 Quorum. 2 Section 1.07 Organization. 2 Section 1.08 Vo |
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| February 27, 2024 |
EX-99.I 2 d590198dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Investment Adviser – |
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| February 27, 2024 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d590198dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 27, 2024, in connection with their beneficial ownership of P3 Health Partners Inc. Each of, Columbia Wanger Asset Management, LLC and Columbia Management Investment Advisers, LLC authorizes Ameripr |
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| February 27, 2024 |
PIII / P3 Health Partners Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #3 Under the Securities and Exchange Act of 1934 P3 Health Partners Inc (Name of Issuer) Class A Common Stock (Title of Class of Securities) 744413105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 14, 2024 |
EX-99.I 2 d765434dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Investment Adviser – |
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| February 14, 2024 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d765434dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2024, in connection with their beneficial ownership of P3 Health Partners Inc. Each of, Columbia Wanger Asset Management, LLC and Columbia Management Investment Advisers, LLC authorizes Ameripr |
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| February 14, 2024 |
PIII / P3 Health Partners Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A 1 d765434dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 P3 Health Partners Inc (Name of Issuer) Class A Common Stock (Title of Class of Securities) 744413105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 13, 2024 |
PIII / P3 Health Partners Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01643-p3healthpartnersincc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: P3 Health Partners Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 744413105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriat |
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| February 12, 2024 |
PIII / P3 Health Partners Inc. / LMR Partners LLP Passive Investment SC 13G/A 1 formsc13ga-p3health.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* P3 Health Partners Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 744413105 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement |
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| January 10, 2024 |
PIII / P3 Health Partners Inc. / FMR LLC Passive Investment SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.4 P3 HEALTH PARTNERS INC CLASS A COMMON STOCK Cusip #744413105 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #744413105 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 2,398 Item 6: 0 Item 7: 2,851 Item 8: 0 Item |
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| January 10, 2024 |
P3 Health Partners Reaffirms Guidance for 2023 and Announces Guidance for 2024 P3 Health Partners Reaffirms Guidance for 2023 and Announces Guidance for 2024 Henderson, NV—January 9, 2024—P3 Health Partners Inc. |
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| January 10, 2024 |
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): January 9, 2024 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| November 21, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-271565 P3 Health Partners Inc. 136,685,830 Shares of Class A Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the Selling Stockholders (as defined herein) identified in this prospectus of up to an aggregate of 136,685,830 shares of Class A Common Stock, p |
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| November 21, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 P3 Health Partners Inc. 224,444,376 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus relates to (i) the resale of 8,655,131 shares (the “PIPE Shares”) of Class A Common Stock, par value $0.0001 per s |
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| November 16, 2023 |
November 16, 2023 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| November 16, 2023 |
United States securities and exchange commission logo November 16, 2023 Sherif Abdou Chief Executive Officer P3 Health Partners Inc. |
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| November 14, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 Prospectus Supplement No. 4 (To Prospectus dated June 14, 2023) P3 Health Partners, Inc. 231,277,198 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated June |
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| November 14, 2023 |
P3 Health Partners, Inc. 139,847,114 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-271565 Prospectus Supplement No. 4 (To Prospectus dated June 14, 2023) P3 Health Partners, Inc. 139,847,114 Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated June 14, 2023 (the “Prospectus”), relating to the resale or other disposition by the selling stockholders identified in the pro |
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| November 14, 2023 |
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): November 8, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commissio |
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| November 9, 2023 |
, dated as of November 9, 2023, by and between P3 Health Partners Inc. and Jefferies LLC. Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM November 9, 2023 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: P3 Health Partners Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s Class |
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| November 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) P3 Health Partners Inc. |
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| November 9, 2023 |
Exhibit 4.3 P3 HEALTH PARTNERS INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establish |
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| November 9, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) P3 HEALTH PARTNERS INC. |
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| November 9, 2023 |
As filed with the Securities and Exchange Commission on November 9, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 9, 2023 Registration No. |
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| November 9, 2023 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of P3 Health Partners Inc. (f/k/a Foresight Acquisition Corp.) Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of P3 Health Partners Inc. (f/k/a Foresight Acquisition Corp.) (the “Company”) as of December 2, 2021 and December 31, 2020, the |
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| November 9, 2023 |
As filed with the Securities and Exchange Commission on November 9, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 9, 2023 Registration No. |
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| November 9, 2023 |
As filed with the Securities and Exchange Commission on November 9, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 9, 2023 Registration No. |
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| November 9, 2023 |
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): November 9, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commissio |
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| November 8, 2023 |
P3 Health Partners, Inc. 139,847,114 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-271565 Prospectus Supplement No. 3 (To Prospectus dated June 14, 2023) P3 Health Partners, Inc. 139,847,114 Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated June 14, 2023 (the “Prospectus”), relating to the resale or other disposition by the selling stockholders identified in the pro |
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| November 8, 2023 |
P3 Health Partners Announces Third-Quarter and Year-to-Date 2023 Results YTD total revenue growth of 16% Continued strong performance across markets, re-affirming 2023 guidance Provides preliminary 2024 Full-Year Adjusted EBITDA guidance of +$20 million to +$40 million Management to Host Conference Call and Webcast November 8, 2023 at 4:30 PM ET HENDERSON, NV—November 8, 2023—P3 Health Partners Inc. |
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| November 8, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 Prospectus Supplement No. 3 (To Prospectus dated June 14, 2023) P3 Health Partners, Inc. 231,277,198 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated June |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40033 P3 Health Partne |
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| November 8, 2023 |
Exhibit 10.2 P3 HEALTH PARTNERS INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE P3 Health Partners Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the P3 Health Partners |
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| November 8, 2023 |
Exhibit 10.1 P3 HEALTH PARTNERS INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE P3 Health Partners Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the P3 Health Partners |
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| November 8, 2023 |
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): November 8, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commissio |
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| November 3, 2023 |
PIII / P3 Health Partners Inc - Class A / Abdou Sherif - SC 13D/A Activist Investment SC 13D/A 1 drsherifabdousc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* P3 Health Partners Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 744413 105 (CUSIP Number) Sherif Abdou, M.D. c/o P3 Health Partners Inc. 2370 Corporate Circle, Suite 300 Henderson, |
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| August 7, 2023 |
P3 Health Partners, Inc. 139,847,114 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-271565 Prospectus Supplement No. 2 (To Prospectus dated June 14, 2023) P3 Health Partners, Inc. 139,847,114 Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated June 14, 2023 (the “Prospectus”), relating to the resale or other disposition by the selling stockholders identified in the pro |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40033 P3 Health Partners In |
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| August 7, 2023 |
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): August 7, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission |
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| August 7, 2023 |
P3 Health Partners Announces Second-Quarter 2023 Results Management to Host Conference Call and Webcast August 7, 2023 at 4:30 PM ET HENDERSON, NV—August 7, 2023—P3 Health Partners Inc. |
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| August 7, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 Prospectus Supplement No. 2 (To Prospectus dated June 14, 2023) P3 Health Partners, Inc. 231,277,198 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated June |
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| July 27, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 Prospectus Supplement No. 1 (To Prospectus dated June 14, 2023) P3 Health Partners, Inc. 231,277,198 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated June |
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| July 27, 2023 |
P3 Health Partners, Inc. 139,847,114 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-271565 Prospectus Supplement No. 1 (To Prospectus dated June 14, 2023) P3 Health Partners, Inc. 139,847,114 Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated June 14, 2023 (the “Prospectus”), relating to the resale or other disposition by the selling stockholders identified in the pro |
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| July 26, 2023 |
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): July 24, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission F |
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| June 15, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 P3 Health Partners Inc. 231,277,198 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus relates to (i) the resale of 14,843,424 shares (the “PIPE Shares”) of Class A Common Stock, par value $0.0001 per |
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| June 15, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-271565 P3 Health Partners Inc. 139,847,114 Shares of Class A Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the Selling Stockholders (as defined herein) identified in this prospectus of up to an aggregate of 139,847,114 shares of Class A Common Stock, p |
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| June 12, 2023 |
June 12, 2023 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| June 12, 2023 |
PIII / P3 Health Partners Inc - Class A / FMR LLC Passive Investment SCHEDULE 13G Amendment No.3 P3 HEALTH PARTNERS INC CLASS A COMMON STOCK Cusip #744413105 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #744413105 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 6,686,881 Item 6: 0 Item 7: 6,686,884 Item 8: 0 Item 9: 6,686,884 |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| June 8, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 17, 2023 |
As filed with the Securities and Exchange Commission on May 17, 2023 Table of Contents As filed with the Securities and Exchange Commission on May 17, 2023 Registration No. |
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| May 17, 2023 |
As filed with the Securities and Exchange Commission on May 17, 2023 Table of Contents As filed with the Securities and Exchange Commission on May 17, 2023 Registration No. |
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| May 11, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 Prospectus Supplement No. 10 (To Prospectus dated November 10, 2022) P3 Health Partners, Inc. 240,855,865 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated |
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| May 10, 2023 |
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): May 10, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 10, 2023 |
P3 Health Partners Announces First-Quarter 2023 Results –Capitated revenue increases 11% vs. |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40033 P3 Health Partners I |
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| May 9, 2023 |
United States securities and exchange commission logo May 9, 2023 Sherif Abdou Chief Executive Officer P3 Health Partners Inc. |
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| May 2, 2023 |
As filed with the Securities and Exchange Commission on May 1, 2023 Table of Contents As filed with the Securities and Exchange Commission on May 1, 2023 Registration No. |
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| May 2, 2023 |
EX-FILING FEES 5 piii-20221231xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Registration Statement on Form S-1 (Form Type) P3 HEALTH PARTNERS INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offe |
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| May 2, 2023 |
As filed with the Securities and Exchange Commission on May 1, 2023 Table of Contents As filed with the Securities and Exchange Commission on May 1, 2023 Registration No. |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40033 P3 Heal |
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| April 25, 2023 |
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 25, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction (Commission (I.R.S. Employer o |
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| April 25, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 Prospectus Supplement No. 9 (To Prospectus dated November 10, 2022) P3 Health Partners, Inc. 240,855,865 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated N |
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| April 21, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 2 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) P3 Health Partners Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 744413 105 (CUSIP Number) Michael J. Wilson Chief Financial Officer and Chief Compliance Officer Chicago |
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| April 21, 2023 |
P3 HEALTH PARTNERS INC. SECURITIES PURCHASE AGREEMENT EX-99.3 Exhibit 99.3 P3 HEALTH PARTNERS INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of March 30, 2023 (the “Effective Date”), by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A |
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| April 21, 2023 |
P3 HEALTH PARTNERS INC. Pre-Funded Warrant EX-99.2 Exhibit 99.2 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CER |
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| April 21, 2023 |
P3 HEALTH PARTNERS INC. Class A Common Stock Purchase Warrant EX-99.1 Exhibit 99.1 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CER |
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| April 21, 2023 |
EX-99.4 Exhibit 99.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 6, 2023 by and among P3 HEALTH PARTNERS INC., a Delaware corporation (the “Company”), and the sellers listed on Annex A hereto (and together with their successors and any Person that becomes a party hereto pursuant to Section 4.1, the “Sellers”). Capitalized terms th |
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| April 21, 2023 |
EX-99.5 Exhibit 99.5 LETTER AGREEMENT This LETTER AGREEMENT (this “Agreement”) is entered into as of April 6, 2023 by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), and Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III”, collectively with CPF GP I, “CPF”) (in |
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| April 19, 2023 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-11 Exhibit 11 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) This joint filing agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referenced to herein as a “Joint Filer”. |
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| April 19, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) P3 Health Partners Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 744413 105 (CUSIP Number) Taylor Leavitt Managing Partner and Chief Executive Officer Leavitt Equity Partners II, L.P. Leavi |
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| April 14, 2023 |
PIII / P3 Health Partners Inc - Class A / Bacchus Amir - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* P3 Health Partners Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 744413105 (CUSIP Number) Amir Bacchus, M.D. c/o P3 Health Partners Inc. 2370 Corporate Circle, Suite 300 Henderson, NV 89074 (702) 910-3950 (Name, Address and Te |
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| April 10, 2023 |
April 10, 2023 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| April 10, 2023 |
As filed with the Securities and Exchange Commission on April 10, 2023 As filed with the Securities and Exchange Commission on April 10, 2023 Registration No. |
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| April 7, 2023 |
Form of Pre-Funded Common Stock Purchase Warrant, dated April 6, 2023. Exhibit 4.2 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN |
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| April 7, 2023 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 6, 2023 by and among P3 HEALTH PARTNERS INC., a Delaware corporation (the “Company”), and the sellers listed on Annex A hereto (and together with their successors and any Person that becomes a party hereto pursuant to Section 4.1, the “Sellers”). Capitalized terms that are |
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| April 7, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 Prospectus Supplement No. 8 (To Prospectus dated November 10, 2022) P3 Health Partners, Inc. 240,855,865 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated N |
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| April 7, 2023 |
Form of Common Stock Purchase Warrant, dated April 6, 2023. Exhibit 4.1 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN |
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| April 7, 2023 |
Exhibit 10.1 P3 HEALTH PARTNERS INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of March 30, 2023 (the “Effective Date”), by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto |
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| April 7, 2023 |
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 6, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction (Commission (I.R.S. Employer of |
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| April 7, 2023 |
Form of Pre-Funded Common Stock Purchase Warrant, dated April 6, 2023. Exhibit 4.2 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN |
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| April 7, 2023 |
Exhibit 10.1 P3 HEALTH PARTNERS INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of March 30, 2023 (the “Effective Date”), by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto |
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| April 7, 2023 |
Exhibit 10.3 LETTER AGREEMENT This LETTER AGREEMENT (this “Agreement”) is entered into as of April 6, 2023 by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), and Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III”, collectively with CPF GP I, “CPF”) (in th |
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| April 7, 2023 |
Exhibit 10.3 LETTER AGREEMENT This LETTER AGREEMENT (this “Agreement”) is entered into as of April 6, 2023 by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), and Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III”, collectively with CPF GP I, “CPF”) (in th |
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| April 7, 2023 |
Form of Common Stock Purchase Warrant, dated April 6, 2023. Exhibit 4.1 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN |
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| April 7, 2023 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 6, 2023 by and among P3 HEALTH PARTNERS INC., a Delaware corporation (the “Company”), and the sellers listed on Annex A hereto (and together with their successors and any Person that becomes a party hereto pursuant to Section 4.1, the “Sellers”). Capitalized terms that are |
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| March 31, 2023 |
Exhibit 21.1 Subsidiaries of the Registrant Entity Name DBA Jurisdiction of Organization P3 Health Group, LLC P3 Health Group, LLC Delaware P3 Health Partners, LLC P3 Health Partners, LLC Delaware P3 Health Partners-California, LLC P3 Health Partners-California, LLC Delaware P3 Health Partners-Nevada, LLC P3 Health Partners-Nevada, LLC Delaware P3 Health Partners-Oregon LLC P3 Health Partners-Oreg |
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| March 31, 2023 |
As filed with the Securities and Exchange Commission on March 31, 2023 As filed with the Securities and Exchange Commission on March 31, 2023 Registration No. |
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| March 31, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 Prospectus Supplement No. 7 (To Prospectus dated November 10, 2022) P3 Health Partners, Inc. 240,855,865 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated N |
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| March 31, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 Prospectus Supplement No. 6 (To Prospectus dated November 10, 2022) P3 Health Partners, Inc. 240,855,865 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated N |
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| March 31, 2023 |
Exhibit 99.1 P3 Health Partners Announces Fourth Quarter and Full-Year 2022 Results Affirming 2023 guidance – introducing year-end medical margin guidance Anticipates reaching Adjusted EBITDA positive in early 2024 Management to Host Conference Call and Webcast March 31, 2023 at 8:30 AM ET Henderson, NV, March 31, 2023 (Business Wire) - P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII |
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| March 31, 2023 |
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): March 30, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction (Commission (I.R.S. Employer o |
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| March 31, 2023 |
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): March 31, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction (Commission (I.R.S. Employer o |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40033 P3 Heal |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40033 CUSIP Number: 744413105 (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ T |
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| March 15, 2023 |
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): March 14, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction (Commission (I.R.S. Employer o |
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| March 15, 2023 |
P3 Health Partners Affirms 2023 Outlook Schedules Earnings Call for 2022 Results Exhibit 99.1 P3 Health Partners Affirms 2023 Outlook and Schedules Earnings Call for 2022 Results Henderson, Nev., March 14, 2023, (Business Wire) - P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management company, today announced that it expects to file the Company’s Annual Report on Form 10-K on or before the close of busin |
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| March 10, 2023 |
PIII / P3 Health Partners Inc - Class A / FMR LLC Passive Investment SCHEDULE 13G Amendment No.2 P3 HEALTH PARTNERS INC CLASS A COMMON STOCK Cusip #744413105 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #744413105 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 7,213,957 Item 6: 0 Item 7: 7,213,957 Item 8: 0 Item 9: 7,213,957 |
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| February 14, 2023 |
PIII / P3 Health Partners Inc - Class A / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A 1 d403871dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 P3 Health Partners Inc (Name of Issuer) Class A Common Stock (Title of Class of Securities) 744413105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 14, 2023 |
EX-99.I 2 d403871dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Investment Adviser – |
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| February 14, 2023 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersig |
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| February 14, 2023 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d403871dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2023 in connection with their beneficial ownership of P3 Health Partners Inc. Each of Columbia Acorn Fund, Columbia Wanger Asset Management, LLC and Columbia Management Investment Advisers, LLC |
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| February 14, 2023 |
PIII / P3 Health Partners Inc - Class A / LMR Partners LLP - SC 13G/A Passive Investment SC 13G/A 1 d466828dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* P3 Health Partners Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 744413105 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this state |
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| February 9, 2023 |
PIII / P3 Health Partners Inc - Class A / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: P3 Health Partners Inc. Title of Class of Securities: Common Stock CUSIP Number: 744413105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is file |
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| February 9, 2023 |
PIII / P3 Health Partners Inc - Class A / FMR LLC Passive Investment SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.1 P3 HEALTH PARTNERS INC CLASS A COMMON STOCK Cusip #744413105 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #744413105 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 9,870,307 Item 6: 0 Item 7: 9,870,307 Item 8 |
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| January 25, 2023 |
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): January 19, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction (Commission (I.R.S. Employer |
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| January 25, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 Prospectus Supplement No. 5 (To Prospectus dated November 10, 2022) P3 Health Partners, Inc. 240,855,865 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated N |
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| January 11, 2023 |
P3 Health Partners Reaffirms Guidance For 2022 and Announces Guidance For 2023 Exhibit 99.1 P3 Health Partners Reaffirms Guidance For 2022 and Announces Guidance For 2023 Henderson, Nev., January 11, 2023 - P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII), a patient-centered and physician-led population health management company, is participating in J.P. Morgan’s 41st Annual Healthcare Conference, being held in San Francisco, CA from January 9-12, 2023. In adva |
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| January 11, 2023 |
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): January 11, 2023 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction (Commission (I.R.S. Employer |
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| December 28, 2022 |
PIII / P3 Health Partners Inc - Class A / Bacchus Amir - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* P3 Health Partners Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 744413 105 (CUSIP Number) Amir Bacchus, M.D. c/o P3 Health Partners Inc. 2370 Corporate Circle, Suite 300 Henderson, NV 89074 (702) 910-3950 (Name, Addr |
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| December 23, 2022 |
VBC GROWTH SPV, LLC LIMITED LIABILITY COMPANY AGREEMENT Exhibit 99.1 Execution Version VBC GROWTH SPV, LLC LIMITED LIABILITY COMPANY AGREEMENT THIS LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of VBC Growth SPV, LLC (the ?Company?), is entered into as of December 13, 2022 (the ?Effective Date?) by and among the Members (as defined below). WHEREAS, the Members have formed the Company for the limited purpose of providing financing to and holdin |
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| December 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) P3 Health Partners Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 744413 105 (CUSIP Number) Michael J. Wilson Chief Financial Officer and Chief Compliance Officer Chicago Pacific Fo |
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| December 21, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261904 Prospectus Supplement No. 4 (To Prospectus dated November 10, 2022) P3 Health Partners, Inc. 240,855,865 Shares of Class A Common Stock 267,329 Warrants to Purchase Shares of Class A Common Stock 10,819,105 Shares of Class A Common Stock underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated N |
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| December 21, 2022 |
Submission of Matters to a Vote of Security Holders 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): December 16, 2022 P3 Health Partners Inc. (Exact name of registrant as specified in its charter) Delaware 001-40033 85-2992794 (State or other jurisdiction (Commission (I.R.S. Employe |
