Current Report Filing (8-k)
January 12 2021 - 5:28PM
Edgar (US Regulatory)
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2021-01-05
2021-01-05
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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 5, 2021
AdaptHealth
Corp.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38399
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82-3677704
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(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
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(Address of principal executive offices)
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(Zip Code)
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(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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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
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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 8.01. Other Events.
On January 5, 2021, AdaptHealth Corp. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with a stockholder of
the Company (the “Selling Stockholder”), and Deutsche Bank Securities Inc. and Jefferies LLC, as representatives of
the several underwriters named therein (the “Underwriters”). Pursuant to the terms of the Underwriting Agreement, the
Company agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth therein, an aggregate
of 7,250,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”),
and the Selling Stockholder agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth
therein, an additional 750,000 shares of the Company’s Class A Common Stock. The Company also granted the Underwriters an
option to purchase up to an additional 1,200,000 shares of the Class A Common Stock from the Company, which was exercised in full,
resulting in a total of 8,450,000 new shares of Class A Common Stock issued by the Company.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company and the Selling Stockholder, customary conditions to closing, indemnification
obligations of the Company, the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties and termination provisions.
The offering was made pursuant to the Company’s
effective shelf registration statement on Form S-3 (Registration No. 333-251452), including the prospectus dated December 30, 2020
as supplemented by the prospectus supplement dated January 5, 2021.
The Underwriting Agreement is filed as Exhibit
1.1 to this Current Report on Form 8-K and incorporated herein by reference. The above description is qualified in its entirety
by reference to such exhibit.
A copy of the opinion of Willkie Farr &
Gallagher LLP relating to the legality of the issuance and sale of the Class A Common Stock is attached as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
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: January 12, 2021
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AdaptHealth Corp.
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By:
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/s/ Jason Clemens
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Name: Jason Clemens
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Title: Chief Financial Officer
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