Filed Pursuant to Rule 424(b)(3)
Registration No. 333-239967
PROSPECTUS SUPPLEMENT NO. 8
(to Prospectus dated July 29, 2020)
AdaptHealth
Corp.
Secondary
Offering of
2,545,455 shares of Class A Common Stock
This prospectus supplement supplements the prospectus dated July
29, 2020 (the “Prospectus”), which forms a part of our registration
statement on Form S-1 (No. 333-239967). This prospectus supplement
is being filed to update and supplement the information in the
Prospectus with the information contained in our Current Report on
Form 8-K, filed with the Securities and Exchange Commission (the
“Commission”) on September 21, 2020 (the “Current Report”).
Accordingly, we have attached the Current Report to this prospectus
supplement.
The Prospectus and this prospectus supplement relate to the offer
and sale from time to time in one or more offerings by the selling
securityholder identified in the Prospectus of up to 2,545,455
shares of our Class A Common Stock issuable upon conversion of our
Series B-1 Preferred Stock issuable upon conversion of our Series
B-2 Preferred Stock issued to Deerfield Partners, L.P. in a private
placement on July 1, 2020.
Our Class A Common Stock is listed on the Nasdaq Capital Market and
trades under the symbol “AHCO”. On September 18, 2020, the closing
price of our Class A Common Stock was $22.63.
This prospectus supplement should be read in conjunction with the
Prospectus, which is to be delivered with this prospectus
supplement. This prospectus supplement is qualified by reference to
the Prospectus, except to the extent that the information in this
prospectus supplement updates and supersedes the information
contained in the Prospectus.
This prospectus supplement is not complete without, and may not be
delivered or utilized except in connection with, the
Prospectus.
See the section entitled “Risk Factors” beginning on page 9 of
the Prospectus and any similar section contained in any applicable
prospectus supplement to read about factors you should consider
before buying our securities.
We are an “emerging growth company” as defined in Section 2(a)
of the Securities Act and are subject to reduced public company
reporting requirements. We are also a “smaller reporting company”
as defined by Rule 12b-2 of the Exchange Act and are subject to
reduced public company reporting requirements. See “Risk
Factors.”
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 21, 2020
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
AdaptHealth
Corp.
(Exact name of registrant as specified in its charter)
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 21, 2020
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Delaware |
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001-38399 |
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82-3677704 |
(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
220 West Germantown Pike, Suite 250
Plymouth
Meeting, PA
(address of principal executive offices)
19462
(zip
code)
(610)
630-6357
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencements 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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Class A Common Stock, par value $0.0001 per share |
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AHCO |
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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
x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On September
21, 2020, AdaptHealth Corp., a Delaware corporation (the
“Company”), announced that Frank Mullen, age 50, was
appointed as the Company’s Chief Accounting Officer (“CAO”)
effective immediately.
There were no arrangements or understandings between Mr. Mullen and
any other person pursuant to which Mr. Mullen was selected as an
officer. Mr. Mullen has no family relationships subject to
disclosure under Item 401(d) of Regulation S-K or any direct or
indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Mullen has served as the Senior Vice President and Controller
of Ryder System, Inc., a leading global logistics and
transportation company, since September 2017. Prior to joining
Ryder System, Mr. Mullen was Chief Accounting Officer of Global
Eagle Entertainment Inc. and served as Vice President and
Controller at Pinnacle Foods Inc. Prior to his role at Pinnacle
Foods, Mr. Mullen spent over 15 years with Aramark, where he held
positions of increasing responsibility culminating in his role as
Vice President and Assistant Controller. Mr. Mullen began his
career in the audit and assurance practice of Arthur Andersen LLP.
Mr. Mullen holds a bachelor’s degree in accounting from Villanova
University and is a Certified Public Accountant.
On August 12, 2020, the Company entered into an employment
agreement with Mr. Mullen (the “Employment Agreement”), that will
govern the terms of his employment as the Company’s Chief
Accounting Officer effective as of his start date on
September 21, 2020. Pursuant to the terms of the Employment
Agreement, Mr. Mullen is entitled to an annual base salary of
$295,000 and is eligible for to earn annual bonuses based upon the
achievement of performance targets established for the applicable
year, with a target annual bonus equal to 40% of his base salary.
Mr. Mullen is also entitled to a one-time relocation bonus of
$70,000, which will be paid within one week of his commencement
date and is subject to recoupment in the event that
Mr. Mullen’s employment is terminated within one year of his
commencement date. Pursuant to the Employment Agreement, Mr. Mullen
will also receive an initial grant of restricted shares of the
Company’s Class A Common Stock, par value $0.0001 per share (the
“Common Stock”), equal to $300,000 divided by the volume-weighted
average price of the Company’s Common Stock for the 20 days
immediately prior to his commencement date, subject to vesting
based on continued service over the four years following his
commencement date. Commencing with the 2021 fiscal year, he will be
eligible to receive annual grants of equity-based incentive
compensation with a target grant value of $50,000 under the
Company’s 2019 Stock Incentive Plan. Mr. Mullen will also be
eligible to participate in the Company’s employee benefit programs
offered to full-time employees.
Pursuant to the Employment Agreement, if Mr. Mullen’s employment is
terminated by the Company without “cause” (as such term is defined
in the Employment Agreement), subject to his execution of a
separation agreement and release, Mr. Mullen will be entitled to
continued payment of his base salary for a period of six months
following such termination.
Mr. Mullen will be subject to non-competition and non-solicitation
restrictions during the term of his employment and for one year
thereafter and is also subject to an indefinite non-disparagement
provision. Mr. Mullen is also subject to customary confidentiality
and invention assignment covenants.
On September
21, 2020, the Company issued a press release announcing the
appointment of Mr. Mullen as CAO, a copy of which is filed as Exhibit 99.1
hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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AdaptHealth Corp. |
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By: |
/s/ Jason Clemens |
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Jason
Clemens |
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Chief
Financial Officer |
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Dated: September 21, 2020 |
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Exhibit 99.1
FOR IMMMEDIATE
RELEASE
ADAPTHEALTH CORP.
APPOINTS FRANK J. MULLEN
AS CHIEF ACCOUNTING
OFFICER
Plymouth Meeting, PA – September 21, 2020 – AdaptHealth
Corp. (NASDAQ: AHCO) (“AdaptHealth” or the “Company”), a
leading provider of home medical equipment, supplies and related
services in the United States, announced today the appointment of Frank J.
Mullen as Chief Accounting Officer, a newly created position.
Mr. Mullen will report to Jason Clemens, AdapthHealth’s Chief
Financial Officer.
Mr. Mullen will manage
AdaptHealth’s accounting functions, including financial reporting,
controls and operations. Additionally, he will lead the
development, implementation and management of enterprise-wide
practices, systems and internal controls.
Mr. Mullen brings over 25 years of public company accounting
and finance leadership to AdaptHealth. He joins the Company from Ryder System, a
leading global logistics and transportation company, where he
served as Vice President and Controller. Prior to joining
Ryder System, Mr. Mullen was Chief Accounting Officer of
Global Eagle Entertainment and served as Vice President and
Controller at Pinnacle Foods Inc. He spent more than 15 years with
Aramark where he held positions of increasing responsibility
culminating in his role as Vice President and Assistant Controller.
Mr. Mullen began his career in the audit and assurance
practice of the Philadelphia office of Arthur Andersen LLP.
Mr. Mullen holds a bachelor’s degree in accounting from
Villanova University and is a Certified Public Accountant.
“Frank is a seasoned
financial executive with a breadth and depth of experience in
managing growing customer-centric companies,” said
Mr. Clemens. “I look forward to partnering with Frank as we
continue to implement AdaptHealth’s organic and acquisition-driven
growth initiatives.”
"I am very excited to join AdaptHealth at this important point in
its growth,” said Mr. Mullen. “The team’s commitment to
operational and patient care excellence has helped set AdaptHealth
apart in the healthcare industry and I look forward to supporting
our continued growth.”
“Frank brings valuable public company experience and a proven
ability to effectively manage accounting organizations of size and
scale,” said Luke McGee, CEO. “As AdaptHealth continues to evolve,
we recognize the need for transformational talent. We believe that
Frank’s appointment highlights our commitment to building
efficiencies across every business function.”
About AdaptHealth
Corp.
AdaptHealth Corp. is a leading provider of home healthcare
equipment, medical supplies to the home and related services in the
United States. AdaptHealth provides a full suite of medical
products and solutions designed to help patients manage chronic
conditions in the home, adapt to life and thrive. Product and
services offerings include (i) sleep therapy equipment,
supplies and related services (including CPAP and bi PAP services)
to individuals suffering from obstructive sleep apnea,
(ii) home medical equipment (HME) to patients discharged from
acute care and other facilities, (iii) oxygen and related
chronic therapy services in the home, and (iv) other HME
medical devices and supplies on behalf of chronically ill patients
with diabetes care, wound care, urological, ostomy and nutritional
supply needs. The company is proud to partner with an extensive and
highly diversified network of referral sources, including acute
care hospitals, sleep labs, pulmonologists, skilled nursing
facilities, and clinics. AdaptHealth services beneficiaries of
Medicare, Medicaid and commercial insurance payors. AdaptHealth
services over approximately 1.6 million patients annually in all 50
states through its network of 220 locations in 38 states. Learn
more at www.adapthealth.com.
Forward-Looking
Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding projections,
estimates and forecasts of revenue and other financial and
performance metrics, projections of market opportunity and
expectations, the Company’s acquisition pipeline and the impact of
the recent coronavirus (COVID-19) pandemic and our response to it.
These statements are based on various assumptions and on the
current expectations of Company management and are not predictions
of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on, by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of the
Company.
These forward-looking statements are subject to a number of risks
and uncertainties, including the outcome of judicial and
administrative proceedings to which the Company may become a party
or governmental investigations to which the Company may become
subject that could interrupt or limit the Company’s operations,
result in adverse judgments, settlements or fines and create
negative publicity; changes in the Company’s clients’ preferences,
prospects and the competitive conditions prevailing in the
healthcare sector; and the impact of the recent coronavirus
(COVID-19) pandemic and the Company’s response to it. A further
description of such risks and uncertainties can be found in the
Company’s filings with the Securities and Exchange Commission. If
the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that the
Company presently knows or that the Company currently believes are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect the Company’s expectations,
plans or forecasts of future events and views as of the date of
this press release. The Company anticipates that subsequent events
and developments will cause the Company’s assessments to change.
However, while the Company may elect to update these
forward-looking statements at some point in the future, the Company
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing the Company’s assessments as of any date subsequent to
the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Contacts
AdaptHealth Corp.
Brittany Lett
Vice President, Marketing
(909) 915-4983
blett@adapthealth.com
The Equity Group Inc.
Devin Sullivan
Senior Vice President
(212) 836-9608
dsullivan@equityny.com
Kalle Ahl, CFA
Vice President
(212) 836-9614
kahl@equityny.com
