Form 8-K - Current report
March 04 2024 - 4:33PM
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2024-03-03
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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
March 3, 2024
Date of Report (date of earliest event reported)
AdaptHealth
Corp.
(Exact name
of registrant as specified in its charter)
Delaware | |
001-38399 | |
82-3677704 |
(State
or other jurisdiction of incorporation or organization) | |
(Commission
File Number) | |
(I.R.S.
Employer Identification Number) |
220 West Germantown Pike, Suite 250, Plymouth Meeting, PA 19462
(Address of principal
executive offices and zip code)
(610)
424-4515 |
(Registrant’s
telephone number, including area code)
|
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 |
|
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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on December 21, 2023,
AdaptHealth Corp. (the “Company” or “AdaptHealth”) entered into an amendment to the letter agreement with Richard
Barasch dated June 26, 2023, amended as of August 29, 2023 and October 26, 2023 (as amended, the “Interim CEO Agreement”),
pursuant to which Mr. Barasch agreed to continue to serve as the Interim Chief Executive Officer of the Company until February 29,
2024 or such earlier date as determined by the Board of Directors of the Company (the “Board”). Mr. Barasch has
agreed to continue to serve as the Interim Chief Executive Officer of the Company until April 30, 2024 or such earlier date as determined
by the Board (the “Transition Date”).
The Company entered into a further amendment
to the Interim CEO Agreement on March 3, 2024 (the “Interim CEO Fourth Extension Letter”) that will govern the terms of
Mr. Barasch’s continued employment as the Interim Chief Executive Officer of the Company commencing March 1, 2024 through
the Transition Date. Mr. Barasch will continue to be paid a base salary at a rate of $262,500 per month through the Transition Date
and will also receive a grant of restricted stock units, effective as of March 2, 2024, covering a number of shares of the
Company’s common stock with an aggregate grant value of $175,000 that vest on the Transition Date, subject to continued service
through the Transition Date.
The foregoing description of the Interim CEO
Fourth Extension Letter is qualified in its entirety by reference to the full text of the Interim CEO Fourth Extension Letter, which
is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
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.
Dated: March 4, 2024
AdaptHealth Corp. |
|
|
|
|
By: |
/s/
Jason Clemens |
|
Name: |
Jason Clemens |
|
Title: |
Chief Financial Officer |
|
Exhibit 10.1
AdaptHealth
Corp.
March 3, 2024
ELECTRONIC DELIVERY
Richard Barasch
Re: Fourth Extension of Transition Date
Dear Richard,
Reference is made to that certain letter agreement
by and between you and AdaptHealth Corp. (the “Company”), dated as of June 26, 2023 (the “Letter
Agreement”), as amended by certain letter agreements by and between you and the Company, dated as of August 29, 2023,
October 26, 2023, and December 21, 2023. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to such terms in the Letter Agreement.
This letter is intended to confirm our mutual
agreement with respect to your continued services as the Interim CEO from and after March 1, 2024. By signing below, the parties
hereto acknowledge and agree that:
| · | From and after March 1, 2024, the term “Transition Date” as used in the Letter Agreement
shall refer to April 30, 2024 or such earlier date as determined by the Board; |
| · | 100% of the Third Extension RSUs vested as of February 29, 2024; |
| · | Following the expiration of the Interim Period (as the same may be extended by mutual agreement between
you and the Company), there will be no Transition Period and you will cease to serve as an executive officer of the Company as of the
close of business on Transition Date; and |
| · | On or shortly following the date hereof, you will be granted restricted stock units (the “Fourth
Extension RSUs”) covering a number of shares of the Company’s common stock with a value on the date of grant of $175,000
(determined using the twenty (20)-trading day volume weighted average price as of the date immediately prior to the date of grant (consistent
with the Company’s historic practices)) pursuant to the Equity Plan. The Fourth Extension RSUs will be subject to the terms and
conditions of an award agreement in a form reasonably acceptable to the Company’s Compensation Committee and provided to you on
or prior to the date of grant and will vest on the Transition Date subject to your continuous employment through such date. |
This letter shall be construed as an amendment
to the Letter Agreement and shall, from and after the date hereof, be a part of the Letter Agreement. Except as amended by this letter,
the Letter Agreement remains in full force and effect in accordance with its terms.
Please execute a copy of this letter and return
it to me at your earliest convenience to confirm that this letter accurately reflects our mutual agreement with respect to your continued
services as the Interim CEO from and after March 1, 2024.
| Sincerely, |
| |
| AdaptHealth Corp. |
| |
| /s/ Jason Clemens |
| Name: | Jason Clemens |
| Title: | Chief Financial Officer |
Acknowledged and agreed to by:
/s/ Richard Barasch | | |
RICHARD BARASCH | | |
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