Form 8-K - Current report

 

 

 

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): September 24, 2024

 

 

AdaptHealth Corp.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-38399		82-3677704
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

220 West Germantown Pike, Suite 250 Plymouth Meeting, PA		19462
(Address of principal executive offices)		(Zip Code)
[phone]
(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

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

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		AHCO		The Nasdaq Stock Market LLC

 

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

 

Emerging growth company ¨

 

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

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On September 24, 2024, AdaptHealth Corp. (the “Company”) sent a notice (the “Notice of Expiration Date”) to the holders of its outstanding private placement warrants issued pursuant to the Warrant Agreement, dated as of February 15, 2018 (the “Warrant Agreement”), by and among, the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, (the “Private Placement Warrants”), confirming that the expiration date for the Private Placement Warrants is November 8, 2024, and that any Private Placement Warrants that are not exercised on or before November 8, 2024, (the “Expiration Date”) shall become void, and all rights thereunder and all rights in respect thereof under the Warrant Agreement shall cease, at 5:00 p.m. New York City time on the Expiration Date. The Company had previously incorrectly reported in certain of its periodic filings that the Private Placement Warrants would expire on November 20, 2024, rather than the correct Expiration Date of November 8, 2024. The Notice of Expiration Date is furnished as Exhibit 99.1 hereto.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Notice of Expiration Date, dated as of September 24, 2024.

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: September 30, 2024

 

	AdaptHealth Corp.
	By:	/s/ Jonathan B. Bush
		Name: Jonathan B. Bush
		Title: General Counsel

 

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Exhibit 99.1

 

September 24, 2024

 

NOTICE OF EXPIRATION DATE

TO THE HOLDERS OF ADAPTHEALTH CORP.
PRIVATE PLACEMENT WARRANTS

 

NOTICE IS HEREBY GIVEN by AdaptHealth Corp., a Delaware corporation (the “Company”), pursuant the Warrant Agreement, dated as of February 15, 2018 (the “Warrant Agreement”), by and among, the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, that each outstanding private placement warrant (together, the “Private Placement Warrants”), may be exercised by the holders thereof on or prior to November 8, 2024 (the “Expiration Date”) in accordance with the terms of the Private Placement Warrants. The Company has previously reported incorrectly in certain of its periodic filings that the expiration of its Private Placement Warrants is November 20, 2024, however the Company is notifying you hereby that each outstanding Private Placement Warrant not exercised on or before the Expiration Date of November 8, 2024, shall become void, and all rights thereunder and all rights in respect thereof under the Warrant Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. Capitalized terms used but not defined herein have the meanings ascribed to them in the Warrant Agreement.

 

No terms applicable to the Private Placement Warrants are altered by this Notice. The exercise of any Private Placement Warrants remains subject to the satisfaction of any applicable conditions, as set forth in the Warrant Agreement and any Warrant Certificates issued thereunder.

 

 

 

Cover	Sep. 24, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 24, 2024
Entity File Number	001-38399
Entity Registrant Name	AdaptHealth Corp.
Entity Central Index Key	0001725255
Entity Tax Identification Number	82-3677704
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	220 West Germantown Pike
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Plymouth Meeting
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19462
City Area Code	610
Local Phone Number	424-4515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AHCO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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