Filed Pursuant to Rule 424(b)(3)
Registration No. 333-239967
PROSPECTUS SUPPLEMENT NO. 9
(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 October 22, 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 October 22, 2020, the closing
price of our Class A Common Stock was $26.45.
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 October 23, 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): October 16, 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.) |
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220 West Germantown Pike, Suite 250
Plymouth
Meeting, PA
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19462 |
| (Address of principal executive
offices) |
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(Zip Code) |
(610)
630-6357
(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 (see General
Instruction A.2. below):
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¨ |
Written communications 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-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:
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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. ¨
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Item 1.01. |
Entry Into A Material Definitive Agreement. |
Amendment to Put/Call Option and Consent
Agreement
On October 16, 2020, AdaptHealth Corp., a Delaware corporation
(the “Company”), and AdaptHealth Holdings LLC, a Delaware limited
liability company (“AdaptHealth Holdings”), entered into an
Amendment to the Put/Call Option and Consent Agreement (the
“Amendment”) with BlueMountain Foinaven Master Fund L.P., a
Delaware limited partnership, BMSB L.P., a Delaware limited
partnership, BlueMountain Fursan Fund L.P., a Delaware limited
partnership, and BlueMountain Summit Opportunities Fund II (US)
L.P., a Delaware limited partnership (collectively, the “Option
Parties”), that amends that certain Put/Call Option and Consent
Agreement, dated May 25, 2020 (the “Put/Call Agreement”), by
and among the Company, AdaptHealth Holdings and the Option Parties,
pursuant to which certain put and call rights were granted to the
parties with respect to shares of Class A Common Stock, par
value $0.0001 per share, of the Company, shares of Class B
Common Stock, par value $0.0001 per share, of the Company and
Common Units of AdaptHealth Holdings held by the Option
Parties.
Pursuant to the Amendment, the Option Period (as defined in the
Put/Call Agreement) was extended from October 31, 2020 to
December 31, 2020.
The foregoing summary of the Amendment is qualified in its entirety
by the full text thereof, which is filed as Exhibit 10.1
hereto and incorporated by reference herein.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided under the heading “Amendment to Put/Call
Option and Consent Agreement” in Item 1.01 is incorporated by
reference into this Item 2.03.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirement 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.
Dated: October 22, 2020
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ADAPTHEALTH CORP.
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By: |
/s/ Jason Clemens |
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Name: Jason Clemens |
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Title: Chief Financial Officer |
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Exhibit 10.1
AMENDMENT TO PUT/CALL OPTION AND CONSENT AGREEMENT
This Amendment to Put/Call Option and Consent Agreement (this
“Amendment”) is dated as of October 16, 2020
(the “Amendment Date”) by and among AdaptHealth
Corp., a Delaware corporation (“Pubco”), AdaptHealth
Holdings LLC, a Delaware limited liability company (the
“Company”), and the stockholders of Pubco or
noteholders of the Company, as applicable, listed on the signature
pages hereto (each, a “Holder” and collectively,
the “Holders”). Pubco, the Company and the Holders
are each referred to as a “Party” and, collectively,
they are sometimes referred to as the “Parties.”
WHEREAS, the
Parties are party to that certain Put/Call Option and Consent
Agreement, dated as of May 25, 2020 (as amended or
supplemented prior to the date hereof, the
“Agreement”); and
WHEREAS, the
Parties desire to amend the Agreement, pursuant to Section 7.3
of the Agreement, as set forth in this Amendment.
NOW,
THEREFORE, in consideration of the foregoing premises
and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Parties agree as follows:
1. Amendments.
Sections 2.1 and 5.4(a) in the Agreement are each hereby
amended to replace the reference to “October 31, 2020” therein
with “December 31, 2020”.
2. No
Additional Changes. Except
as expressly and specifically amended by this Amendment, all
provisions of the Agreement shall remain in full force and effect
in accordance with their terms. This Amendment is limited precisely
as written and shall not be deemed to be an amendment to any other
term or condition of the Agreement or any of the documents
referenced therein. This Amendment shall form a part of the
Agreement for all purposes, and each party thereto and hereto shall
be bound hereby. From and after the date hereof, all referenced in
the Agreement to “this Agreement” shall mean the Agreement as
amended by this Amendment.
3. Capitalized
Terms. All capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Agreement.
4. Miscellaneous.
Article VII of the Agreement is hereby incorporated herein in
its entirety, mutatis mutandis.
[signature page follows]
IN WITNESS
WHEREOF, the parties hereto have executed this Amendment
as of the date first written above.
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ADAPTHEALTH CORP. |
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By: |
/s/ Luke McGee |
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Name: Luke McGee |
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Title: Chief Executive Officer |
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ADAPTHEALTH HOLDINGS LLC |
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By: |
/s/ Luke McGee |
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Name: Luke McGee |
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Title: Chief Executive Officer |
[Signature page to Amendment to Put/Call Option and Consent
Agreement]
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BLUEMOUNTAIN FOINAVEN MASTER FUND L.P. |
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By: |
/s/ Richard Horne |
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Name: Richard Horne |
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Title: Deputy General Counsel, Tax |
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BMSB L.P. |
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By: |
/s/ Richard Horne |
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Name: Richard Horne |
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Title: Deputy General Counsel, Tax |
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BLUEMOUNTAIN FURSAN FUND L.P. |
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By: |
/s/ Richard Horne |
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Name: Richard Horne |
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Title: Deputy General Counsel, Tax |
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BLUE MOUNTAIN SUMMIT OPPORTUNITIES FUND II (US) L.P. |
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By: |
/s/ Richard Horne |
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Name: Richard Horne |
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Title: Deputy General Counsel, Tax |
[Signature page to Amendment to Put/Call Option and Consent
Agreement]
