![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Name | Symbol | Market | Type |
---|---|---|---|
P3 Partners Inc | NASDAQ:PIIIW | NASDAQ | Equity Warrant |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.089 | 0.05 | 0.10 | 0 | 21:00:30 |
|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
8000
(Primary Standard Industrial
Classification Code Number)
2370 Corporate Circle, Suite 300
Henderson, NV 89074 (702) 910-3950 |
| |
85-2992794
(I.R.S. Employer
Identification No.) |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☒
|
|
|
Non-accelerated filer
☐
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☐
|
|
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 23 | | | |
| | | | | 27 | | | |
| | | | | 29 | | | |
| | | | | 29 | | |
| | |
Fair Market Value of Class A Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Date (period to expiration of warrants)
|
| |
≥$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
≥$18.00
|
| |||||||||||||||||||||||||||
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
| | |
Fair Market Value of Class A Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Date (period to expiration of warrants)
|
| |
≥$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
≥$18.00
|
| |||||||||||||||||||||||||||
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
| | |
Shares Beneficially Owned
Prior to Offering |
| |
Number of
Shares Being Offered |
| |
Shares Beneficially
Owned After the Offering |
| |||||||||||||||||||||
Name of Selling Stockholder
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||||||||||||||||||
Alyeska Master Fund, L.P.(1)
|
| | | | 35,352,129 | | | | | | 9.4% | | | | | | 31,897,926 | | | | | | 3,454,203 | | | | | | 1.0% | | |
Armistice Capital, LLC(2)
|
| | | | 15,948,962 | | | | | | 4.4% | | | | | | 15,948,962 | | | | | | — | | | | | | — | | |
Michael Balkin(3)
|
| | | | 3,980,690 | | | | | | 1.1% | | | | | | 797,448 | | | | | | 3,183,242 | | | | | | * | | |
Entities affiliated with Chicago Pacific Founders(4)
|
| | | | 277,466,597 | | | | | | 58.9% | | | | | | 63,795,852 | | | | | | 213,670,745 | | | | | | 53.6% | | |
Leavitt Equity Partners III, L.P.(5)
|
| | | | 31,601,912 | | | | | | 8.5% | | | | | | 15,948,962 | | | | | | 15,652,950 | | | | | | 4.4% | | |
MFO Enterprises, LLC(6)
|
| | | | 6,379,584 | | | | | | 1.8% | | | | | | 6,379,584 | | | | | | — | | | | | | — | | |
| | |
Amount
|
| |||
Securities and Exchange Commission registration fee
|
| | | $ | 12,337 | | |
FINRA filing fee
|
| | | | * | | |
Accountants’ fees and expenses
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Blue Sky fees and expenses
|
| | | | * | | |
Transfer Agent’s fees and expenses
|
| | | | * | | |
Miscellaneous expenses
|
| | | | * | | |
Total
|
| | | $ | * | | |
|
Exhibit
Number |
| |
Description of Exhibit
|
|
| 3.1 | | | | |
| 3.2 | | | | |
| 4.1 | | | | |
| 4.2 | | | Warrant Agreement, dated February 9, 2021, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on February 16, 2021). | |
| 4.3 | | | | |
| 4.4 | | | | |
| 4.5 | | | Warrant Agreement, dated December 13, 2022, by and between P3 Health Partners LLC and VBC Growth SPC LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 13, 2022). | |
|
Exhibit
Number |
| |
Description of Exhibit
|
|
| 4.6 | | | | |
| 4.7 | | | | |
| 4.8 | | | | |
| 4.9 | | | | |
| 5.1 | | | Opinion of Latham & Watkins LLP, filed with the SEC on June 18, 2024). | |
| 21.1 | | | | |
| 23.1 | | | | |
| 23.3 | | | | |
| 24.1 | | | | |
|
107
|
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Aric Coffman
Aric Coffman, M.D.
|
| |
Chief Executive Officer
(principal executive officer) |
| |
June 18, 2024
|
|
|
/s/ Atul Kavthekar
Atul Kavthekar
|
| |
Chief Financial Officer
(principal financial officer and principal accounting officer) |
| |
June 18, 2024
|
|
|
/s/ Mark Thierer
Mark Thierer
|
| |
Chairman of the Board
|
| |
June 18, 2024
|
|
|
/s/ Amir S. Bacchus
Amir S. Bacchus, M.D.
|
| |
Chief Medical Officer and Director
|
| |
June 18, 2024
|
|
|
/s/ Sherif Abdou
Sherif Abdou, M.D.
|
| |
Director
|
| |
June 18, 2024
|
|
|
/s/ Gregory N. Kazarian
Gregory N. Kazarian
|
| |
Director
|
| |
June 18, 2024
|
|
|
/s/ Lawrence B. Leisure
Lawrence B. Leisure
|
| |
Director
|
| |
June 18, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jeffrey G. Park
Jeffrey G. Park
|
| |
Director
|
| |
June 18, 2024
|
|
|
/s/ Thomas E. Price
Thomas E. Price, M.D.
|
| |
Director
|
| |
June 18, 2024
|
|
|
/s/ Mary A. Tolan
Mary A. Tolan
|
| |
Director
|
| |
June 18, 2024
|
|
|
/s/ Greg Wasson
Greg Wasson
|
| |
Director
|
| |
June 18, 2024
|
|
Exhibit 5.1
200 Clarendon Street | |||
Boston, Massachusetts 02116 | |||
Tel: +1.617.948.6000 Fax: +1.617.948.6001 | |||
![]() |
www.lw.com | ||
FIRM / AFFILIATE OFFICES | |||
Austin | Milan | ||
Beijing | Munich | ||
Boston | New York | ||
June 18, 2024 | Brussels | Orange County | |
Century City | Paris | ||
Chicago | Riyadh | ||
Dubai | San Diego | ||
Düsseldorf | San Francisco | ||
Frankfurt | Seoul | ||
Hamburg | Silicon Valley | ||
Hong Kong | Singapore | ||
P3 Health Partners Inc. | Houston | Tel Aviv | |
2370 Corporate Circle | London | Tokyo | |
Henderson, Nevada 89074 | Los Angeles | Washington, D.C. | |
Madrid |
Re: Registration Statement on Form S-3; 134,768,734 shares of Class A Common Stock, par value $0.0001 per share
To the addressee set forth above:
We have acted as special counsel to P3 Health Partners Inc., a Delaware corporation (the “Company”), in connection with the resale from time to time by the selling stockholders (the “Selling Stockholders”) named in the Registration Statement (as defined below) of 134,768,734 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”). The Shares include (a) 41,604,337 outstanding shares (the “Issued Shares”) of Common Stock, (b) 67,384,367 shares (the “Warrant Shares”) of Common Stock issuable upon exercise of outstanding Common Stock purchase warrants (the “Warrants”) and (c) 25,780,030 shares (the “Pre-Funded Warrant Shares”) of Common Stock issuable upon exercise of outstanding Common Stock purchase pre-funded warrants (the “Pre-Funded Warrants”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 18, 2024 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
June 18, 2024
Page 2
1. The issue of the Issued Shares has been duly authorized by all necessary corporate action of the Company, and the Issued Shares are validly issued, fully paid and nonassessable.
2. When the Warrant Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the Warrant holders, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Warrants, the issue of the Warrant Shares will have been duly authorized by all necessary corporate action of the Company and the Warrant Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that: (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL; (ii) the Warrants have been duly executed and delivered by the Company and, under the internal laws of the State of New York, constitute valid and legally binding obligations of the Company; and (iii) upon the issue of any of the Warrant Shares, the total number of shares of Common Stock then issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Amended and Restated Certificate of Incorporation and by the board of directors of the Company in connection with the offering contemplated by the Registration Statement.
3. When the Pre-Funded Warrant Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the Pre-Funded Warrant holders, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Pre-Funded Warrants, the issue of the Pre-Funded Warrant Shares will have been duly authorized by all necessary corporate action of the Company and the Pre-Funded Warrant Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that: (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL; (ii) the Pre-Funded Warrants have been duly executed and delivered by the Company and, under the internal laws of the State of New York, constitute valid and legally binding obligations of the Company; and (iii) upon the issue of any of the Pre-Funded Warrant Shares, the total number of shares of Common Stock then issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Amended and Restated Certificate of Incorporation and by the board of directors of the Company in connection with the offering contemplated by the Registration Statement.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely, | |
/s/ Latham & Watkins LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our reports dated March 28, 2024, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of P3 Health Partners Inc. (the “Company”) appearing in the Company’s Annual Report on form 10-K for the year ended December 31, 2023. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. Our report on the effectiveness of internal control over financial reporting expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, P.C.
Las Vegas, Nevada
June 18, 2024
Exhibit 107
Exhibit 107
Calculation of Filing Fee Table
Registration Statement on Form S-3
(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 Offering Price Per Unit(2) |
Maximum Aggregate Offering Price(2) |
Fee Rate | Amount
of Registration Fee |
|||||||||||||||||
Fees to Be Paid | Equity | Class A Common Stock,
par value $0.0001 per share |
457(c) | 134,768,734 | (1) | $ | 0.6202 | $ | 83,583,568.80 | 0.00014760 | $ | 12,336.93 | ||||||||||||
Total Offering Amounts | $ | 83,583,568.80 | $ | 12,336.93 | ||||||||||||||||||||
Total Fees Previously Paid | - | |||||||||||||||||||||||
Total Fee Offsets | - | |||||||||||||||||||||||
Net Fee Due | $ | 12,336.93 |
(1) | Consists of (i) 41,604,337 shares of our Class A common stock issued to the selling stockholders, (ii) 67,384,367 shares of our Class A common stock issuable to the selling stockholders upon exercise of warrants to purchase Class A common stock, and (iii) 25,780,030 shares of our Class A common stock issuable to certain of the selling stockholders upon exercise of pre-funded warrants to purchase Class A common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of Class A common stock being registered hereunder include such indeterminate number of shares of Class A common stock as may be issuable with respect to the shares of Class A common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, on the basis of the average of the high and low prices for a share of the registrant’s common stock as reported on the Nasdaq Capital Market on June 12, 2024, which date is a date within five business days prior to the filing of this registration statement. |
1 Year P3 Partners Chart |
1 Month P3 Partners Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions