Item 2.01. Completion of Acquisition
or Disposition of Assets.
The information set forth in
the section entitled “Introductory Note” and in Item 2.01 of this Current Report on Form 8-K is incorporated herein
by reference.
FORM
10 INFORMATION
Prior to the Closing, the Company
was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the
Company became a holding company whose only assets consist of equity interests in P3 LLC. Item 2.01(f) of Form 8-K states that if the
registrant was a shell company, as Foresight was immediately before the Business Combinations, then the registrant must disclose the information
that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company
is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information
provided below relates to the combined company after the consummation of the Business Combinations, unless otherwise specifically indicated
or the context otherwise requires.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements in
this Current Report on Form 8-K may constitute “forward-looking statements” for purposes of the federal securities laws.
Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean
that a statement is not forward-looking. Forward-looking statements in this Current Report on Form 8-K may include, for example,
statements about:
|
·
|
the benefits of the Business Combinations;
|
|
·
|
our future financial performance following the Business Combinations;
|
|
·
|
changes in our strategy, future operations, financial position, estimated revenues and losses, projected
costs, prospects and plans;
|
|
·
|
our ability to complete acquisitions of other businesses;
|
|
·
|
expansion plans and opportunities; and
|
|
·
|
the outcome of any known and unknown litigation and regulatory proceedings.
|
These forward-looking statements
are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions,
and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing
our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or
circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required
under applicable securities laws.
As a result of a number of known
and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by
these forward-looking statements. Some factors that could cause actual results to differ include:
|
·
|
the ability to maintain the listing of our Class A Common Stock on NASDAQ following the Business Combinations;
|
|
·
|
the risk that the Business Combinations disrupt current plans and operations as a result of the consummation
of the transactions described herein;
|
|
·
|
our ability to recognize the anticipated benefits of the Business Combinations, which may be affected by,
among other things, competition and the ability of the Company to grow and manage growth profitably following the Business Combinations;
|
|
·
|
costs related to the Business Combinations;
|
|
·
|
changes in applicable laws or regulations;
|
|
·
|
the possibility the Company may be adversely affected by other economic, business and/or competitive factors;
and
|
|
·
|
other risks and uncertainties including those set forth in the “Risk Factors” section
in the Proxy Statement beginning on page 53 of the Proxy Statement, which is incorporated herein by reference.
|
Business and Properties
The business and properties of
Foresight prior to the Business Combinations are described in the Proxy Statement in the section entitled “Information About
Foresight” beginning on page 194 of the Proxy Statement, which is incorporated herein by reference. The business of P3
is described in the Proxy Statement in the section entitled “Information About P3” beginning on page 213 of the
Proxy Statement, which is incorporated herein by reference.
P3’s principal executive
offices are located at 2370 Corporate Circle, Suite 300, Henderson, NV 89074, and P3’s telephone number is (702) 910-3950. Our website
is ir.p3hp.org. None of the information contained on, or that may be accessed through, our website is part of, or incorporated into, this
report.
Risk Factors
The risk factors related to the
Company’s business and operations are described in the Proxy Statement in the section entitled “Risk Factors”
beginning on page 53, which is incorporated herein by reference.
Selected Historical Financial
Information of the Company
The selected historical financial
information of P3 Health Group Holdings and its subsidiaries for the years ended December 31, 2020 and 2019, and the unaudited nine
month periods ended September 30, 2021 and 2020 are set forth below.
($s in thousands)
|
|
Year Ended
December 31,
|
|
|
Nine Months Ended
September 30, (unaudited)
|
|
|
|
2019
|
|
|
2020
|
|
|
2020
|
|
|
2021
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated revenue
|
|
$
|
138,728
|
|
|
$
|
471,551
|
|
|
$
|
351,018
|
|
|
$
|
447,137
|
|
Other patient service revenue
|
|
|
7,167
|
|
|
|
13,990
|
|
|
|
9,646
|
|
|
|
12,366
|
|
Total revenues
|
|
$
|
145,895
|
|
|
$
|
485,541
|
|
|
$
|
360,664
|
|
|
$
|
459,503
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical expense
|
|
|
141,442
|
|
|
|
485,513
|
|
|
|
348,258
|
|
|
|
459,233
|
|
Premium deficiency reserve
|
|
|
6,364
|
|
|
|
(20,539
|
)
|
|
|
(1,305
|
)
|
|
|
4,600
|
|
Corporate, general & administrative expenses
|
|
|
36,424
|
|
|
|
53,390
|
|
|
|
36,774
|
|
|
|
53,883
|
|
Sales & marketing expense
|
|
|
802
|
|
|
|
1,503
|
|
|
|
631
|
|
|
|
1,118
|
|
Depreciation expense
|
|
|
399
|
|
|
|
795
|
|
|
|
613
|
|
|
|
1,219
|
|
Total operating expense
|
|
|
185,431
|
|
|
|
520,662
|
|
|
|
384,971
|
|
|
|
520,053
|
|
Loss from operations
|
|
$
|
(39,536
|
)
|
|
$
|
(35,121
|
)
|
|
$
|
(24,307
|
)
|
|
$
|
(60,550
|
)
|
Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net
|
|
|
(3,479
|
)
|
|
|
(9,970
|
)
|
|
|
(6,878
|
)
|
|
|
(13,131
|
)
|
Other
|
|
|
98
|
|
|
|
(291
|
)
|
|
|
-
|
|
|
|
(12,063
|
)
|
Total other expense
|
|
|
(3,381
|
)
|
|
|
(10,261
|
)
|
|
|
(6,878
|
)
|
|
|
(25,194
|
)
|
Net income (loss)
|
|
$
|
(42,917
|
)
|
|
$
|
(45,382
|
)
|
|
$
|
(31,185
|
)
|
|
$
|
(85,744
|
)
|
Net income (loss) attributable to non-controlling interests
|
|
|
(7,908
|
)
|
|
|
(4,307
|
)
|
|
|
(3,450
|
)
|
|
|
(8,044
|
)
|
Net income (loss) attributable to controlling interests
|
|
$
|
(35,009
|
)
|
|
$
|
(41,075
|
)
|
|
$
|
(27,735
|
)
|
|
$
|
(77,770
|
)
|
Supplemental Unaudited Presentation
of Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)
By definition, EBITDA
consists of net income (loss) before interest, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA
adjusted to add back the effect of transaction expenses for the Business Combinations, and certain non-cash expenses, such as
mark-to-market warrant expense, premium deficiency reserves and stock-based compensation expense. The following table sets forth a
reconciliation of net income (loss) to Adjusted EBITDA using data derived from our consolidated financial statements for the periods
indicated (dollars in thousands).
($s in thousands)
|
|
Year Ended
December 31,
|
|
|
Nine Months Ended
September 30, (unaudited)
|
|
|
|
2019
|
|
|
2020
|
|
|
2020
|
|
|
2021
|
|
Net income (loss)
|
|
$
|
(42,917
|
)
|
|
$
|
(45,382
|
)
|
|
$
|
(31,185
|
)
|
|
$
|
(85,744
|
)
|
Interest (income) expense, net
|
|
|
3,479
|
|
|
|
9,970
|
|
|
|
6,878
|
|
|
|
13,131
|
|
Income tax expense
|
|
|
—
|
|
|
|
148
|
|
|
|
—
|
|
|
|
—
|
|
Depreciation expense
|
|
|
399
|
|
|
|
795
|
|
|
|
613
|
|
|
|
1,219
|
|
Mark-to-market warrant expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12,063
|
|
Premium deficiency reserve
|
|
|
6,364
|
|
|
|
(20,539
|
)
|
|
|
(1,305
|
)
|
|
|
4,600
|
|
Transaction expense, Business Combinations
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
919
|
|
Stock-based compensation
|
|
|
474
|
|
|
|
447
|
|
|
|
651
|
|
|
|
1,379
|
|
EBITDA, adjusted
|
|
$
|
(32,201
|
)
|
|
$
|
(54,560
|
)
|
|
$
|
(24,348
|
)
|
|
$
|
(52,433
|
)
|
Adjusted EBITDA is a non-GAAP
financial measure. We present Adjusted EBITDA because we believe it helps investors understand underlying trends in our business and facilitates
an understanding of our operating performance from period to period because it facilitates a comparison of our recurring core business
operating results. Adjusted EBITDA is intended as a supplemental measure of our performance that is neither required by, nor presented
in accordance with, GAAP. Our presentation of these measures should not be construed as an inference that our future results will be unaffected
by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed
by other companies, because all companies may not calculate Adjusted EBITDA in the same fashion. The definition of Adjusted EBITDA may
not be the same as the definitions used in any of our debt agreements.
Adjusted EBITDA is not a measure
of performance or liquidity calculated in accordance with GAAP. It is unaudited and should not be considered an alternative to, or more
meaningful than, net income (loss) as an indicator of our operating performance. Uses of cash flows that are not reflected in Adjusted
EBITDA include capital expenditures, interest payments, debt principal repayments, and other expenses defined above, which can be significant.
As a result, Adjusted EBITDA should not be considered as a measure of our liquidity.
Because of these limitations,
Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA on a supplemental basis. You should
review the reconciliation of net loss to Adjusted EBITDA set forth above and not rely on any single financial measure to evaluate our
business.
($s in thousands)
|
|
September 30,
2021 (unaudited)
|
|
Consolidated Balance Sheet Data:
|
|
|
|
|
Cash and restricted cash
|
|
$
|
4,683
|
|
Health plan settlement receivables
|
|
$
|
45,847
|
|
Working capital (1)
|
|
$
|
(64,778
|
)
|
Total assets
|
|
$
|
78,505
|
|
Long-term debt (excluding current portion)
|
|
$
|
59,358
|
|
Total members deficit
|
|
$
|
(179,247
|
)
|
|
(1)
|
P3 Health Group Holdings defines working capital as current assets less current liabilities.
|
Unaudited Pro Forma Condensed
Consolidated Combined Financial Information
The unaudited pro forma condensed
consolidated combined financial information of P3 Health Group Holdings and Foresight as of and for the nine months ended September 30,
2021 and for the year ended December 31, 2020 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.
Management’s Discussion
and Analysis of Financial Condition and Results of Operations
Management’s discussion
and analysis of financial condition and results of operations of P3 Health Group Holdings for the nine months ended September 30, 2021
and 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.
Directors and Executive Officers
Information with respect to the
Company’s directors and executive officers immediately after the Closing is set forth in the Proxy Statement in the section entitled
“Management After the Business Combinations” beginning on page 263 of the Proxy Statement, which is incorporated herein
by reference.
Directors
Effective as of the Closing,
the size of the board of directors of the Company (the “Board”) was set at nine members. Each of Michael Balkin,
Robert Zimmerman and John Zvoboda resigned as directors of the Company effective as of the Closing. Effective as of the Closing, each
of Sherif Abdou, Amir Bacchus, Mark Thierer, Lawrence B. Leisure, Mary Tolan, Greg Kazarian, Thomas E. Price, and Jeffrey G. Park was
elected to serve on the Board.
Greg Wasson, Sherif Abdou, and
Greg Kazarian will serve as Class I directors with a term expiring at the Company’s annual meeting of stockholders in 2022. Mark
Thierer, Amir Bacchus, and Lawrence B. Leisure will serve as Class II directors with a term expiring at the Company’s annual meeting
of stockholders in 2023. Mary Tolan, Jeffrey G. Park, and Thomas E. Price will serve as Class III directors with a term expiring at the
Company’s annual meeting of stockholders in 2024. Biographical information for these individuals is set forth in the Proxy Statement
in the section entitled “Management After the Business Combinations” beginning on page 263 of the Proxy Statement,
which is incorporated herein by reference.
Independence of Directors
The Board has determined that
each of the directors of the Company other than Sherif Abdou, Amir Bacchus and Greg Kazarian qualify as independent directors, as defined
under the listing rules of The Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”), and that the Board consists of
a majority of “independent directors,” as defined under the rules of the SEC and Nasdaq Listing Rules relating to director
independence requirements.
The Committees of the
Board of Directors
The standing committees of the
Board consist of an Audit Committee and a Compensation and Nominating Committee. Each of the committees reports to the Board.
The Board appointed Messrs. Park,
Wasson and Price to serve on the Audit Committee, with Mr. Park serving as Chair of the Audit Committee. The board of directors appointed
Messrs. Wasson, Price and Leisure and Ms. Tolan to serve on the Compensation and Nominating Committee, with Ms. Tolan serving as
Chair of the Compensation and Nominating Committee. Information with respect to the Company’s Audit Committee, Compensation and
Nominating Committee is set forth in the Proxy Statement in the section entitled “Management After the Business Combinations
— Committees of the Board of Directors” beginning on page 266 of the Proxy Statement, which is incorporated herein
by reference.
Executive Officers
Effective as of the Closing,
Michael Balkin resigned as the Chief Executive Officer of the Company and Gerald Muizelaar resigned as the Chief Financial Officer of
the Company.
Effective as of the Closing,
the Board appointed the following individuals as the Company’s executive officers: Sherif Abdou was appointed to serve as the Chief
Executive Officer, Amir Bacchus was appointed to serve as Chief Medical Officer and Eric Atkins was appointed to serve as Chief Financial
Officer. The biographical information for the new executive officers set forth in the Proxy Statement in the section entitled “Management
After the Business Combinations” beginning on page 263 of the Proxy Statement, is incorporated herein by reference.
Director Compensation
Information with respect to the
compensation of the Company’s directors is set forth in the Proxy Statement in the section entitled “Executive Compensation
— P3 — Non-Employee Director Compensation” on page 261 of the Proxy Statement, which is incorporated herein by reference.
Executive Compensation
Information with respect to the
compensation of the Company’s named executive officers is set forth in the Proxy Statement in the section entitled “Executive
Compensation — P3” beginning on page 256 of the Proxy Statement, which is incorporated herein by reference.
2021 Incentive Award
Plan
On December 3, 2021, the stockholders
of Company approved the P3 Health Partners Inc. 2021 Incentive Award Plan (the “2021 Plan”), effective upon Closing.
The description of the 2021 Plan is set forth in the section entitled “Stockholder Proposal No. 6 — The 2021 Plan
Proposal” beginning on page 188 of the Proxy Statement, which is incorporated herein by reference. A copy of the full text of
the 2021 Plan is filed as Exhibit 10.12 to this Current Report on Form 8-K.
Security Ownership of Certain
Beneficial Owners and Management
The following table sets forth
information regarding the beneficial ownership of shares of the Company’s common stock upon the completion of the Business Combinations
by:
|
·
|
each person known by the Company to be the beneficial owner of more than 5% of the shares of any class of
the Company’s common stock;
|
|
·
|
each of the Company’s named executive officers and directors; and
|
|
·
|
all officers and directors of the Company as a group.
|
Beneficial ownership is determined
according to the rules of the Commission, which generally provide that a person has beneficial ownership of a security if he, she or it
possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable
or exercisable within 60 days.
The beneficial ownership of our
voting common stock after the Business Combinations is based on 243,603,813 shares of common stock outstanding, of which 41,578,890 shares
are Class A Common Stock and 202,024,923 shares are Class V Common Stock. The expected beneficial ownership percentages set forth below
do not take into account (a) warrants that remain outstanding immediately following the Business Combinations and may be exercised
thereafter (commencing 30 days after the Closing), or (b) shares of Class A Common Stock reserved for issuance under the 2021 Plan.
The number of shares
beneficially owned by the holders in the table below assume the maximum number of P3 LLC Units and shares of Class V Common Stock or
shares of Class A Common Stock, as applicable, are released from the escrows described under “Escrow Agreement” in Item
1.01 of this Current Report on Form 8-K to each holder.
Except as described above and
unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to
all shares of Class V Common Stock and Class A Common Stock beneficially owned by them.
|
|
Class A
Common Stock
|
|
|
% of Class
|
|
|
Class V
Common Stock (1)
|
|
|
% of Class
|
|
|
Total Voting
Power (2)
|
|
Directors and Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Thierer
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
%
|
Sherif Abdou(3)
|
|
|
—
|
|
|
|
—
|
%
|
|
|
28,185,982
|
|
|
|
14.0
|
%
|
|
|
11.6
|
%
|
Amir Bacchus(4)
|
|
|
—
|
|
|
|
—
|
%
|
|
|
18,790,658
|
|
|
|
9.3
|
%
|
|
|
7.7
|
%
|
Greg Wasson
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
%
|
Lawrence Leisure
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
%
|
Mary Tolan
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
%
|
Greg Kazarian(5)
|
|
|
—
|
|
|
|
—
|
%
|
|
|
1,177,659
|
|
|
|
*
|
%
|
|
|
*
|
%
|
Thomas Price(5)
|
|
|
—
|
|
|
|
—
|
%
|
|
|
1,177,659
|
|
|
|
*
|
%
|
|
|
*
|
%
|
Jeffrey Park
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
%
|
Todd Lefkowitz
|
|
|
—
|
|
|
|
—
|
%
|
|
|
2,546,141
|
|
|
|
1.3
|
%
|
|
|
1.0
|
%
|
All Directors and Executive Officers of post-combination Company as a group (9 individuals)(6)
|
|
|
—
|
|
|
|
—
|
%
|
|
|
49,782,475
|
|
|
|
24.6
|
%
|
|
|
20.1
|
%
|
Five Percent Holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chicago Pacific Founders(7)
|
|
|
8,732,517
|
|
|
|
21.0
|
%
|
|
|
91,269,317
|
|
|
|
45.2
|
%
|
|
|
41.1
|
%
|
Hudson Vegas Investment, LLC(8)
|
|
|
—
|
|
|
|
—
|
%
|
|
|
43,974,331
|
|
|
|
21.8
|
%
|
|
|
18.1
|
%
|
|
(1)
|
Class V Common Stock entitles the holder thereof to one vote per share.
|
|
(2)
|
Represents the percentage of voting power of the holders of Class A Common Stock and Class V Common Stock
of the Company voting together as a single class. See the disclosure in the Proxy Statement in the section entitled “Description
of the Company’s Securities—Class V Common Stock.”
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(3)
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Includes 9,626,075 shares held by the NA 2021 GRAT, a grantor retained annuity trust of which Dr. Abdou and
his spouse serve as trustees, 3,058,479 shares held by the NA 2021 Trust, a trust for the benefit of Dr. Abdou and his children, of which
Dr. Abdou and his spouse serve as trustees, 1,408,437 shares held by the NA Charitable Trust, a charitable remainder trust of which Dr.
Abdou, his spouse and his children serve as trustees, 9,626,075 shares held by the SA 2021 GRAT, a grantor retained annuity trust of which
Dr. Abdou and his spouse serve as trustees, 3,058,479 shares held by the SA 2021 Trust, a trust for the benefit of Dr. Abdou and his children,
of which Dr. Abdou and his spouse serve as trustees, and 1,408,437 shares held by the SA Charitable Trust, a charitable remainder trust
of which Dr. Abdou, his spouse and his children serve as trustees. Includes an aggregate of 2,653,044 shares being held in escrow until
the resolution of the Class D Dispute and the Cash Preference Dispute.
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(4)
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Includes 15,032,528 shares held by Dr. Bacchus and 3,758,130 shares held by Charlee Co LLC, of which
Dr. Bacchus serves as managing member. Includes 1,768,698 shares being held in escrow until the resolution of the Class D
Dispute and the Cash Preference Dispute.
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(5)
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Includes 102,785 shares being held in escrow until the resolution of the Class D Dispute.
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(6)
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Includes 4,671,509 shares being held in escrow until the resolution of the Class D Dispute and the
Cash Preference Dispute.
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(7)
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Includes 89,183,984 shares of Class V Common Stock held by Chicago Pacific Founders Fund, L.P.,
2,085,333 shares of Class V Common Stock held by Chicago Pacific Founders GP, L.P., 2,778,931 shares of Class A Common Stock held by
Chicago Pacific Founders Fund-A, L.P. and 5,953,586 shares of Class A Common Stock held by Chicago Pacific Founders Fund-B, L.P. The
General Partner of each of Chicago Pacific Founders Fund, L.P., Chicago Pacific Founders Fund-A, L.P. and Chicago Pacific Founders
Fund-B, L.P. is Chicago Pacific Founders GP, L.P. The General Partner of Chicago Pacific Founders GP, L.P. is Chicago Pacific
Founders UGP, LLC, which is managed by Mary Tolan, Lawrence Leisure and Vance Vanier. They are located at 980 North Michigan Avenue,
Suite 1998, Chicago, Illinois 60611. Included in the number of shares of Class V Common Stock and Class A Common Stock are 7,224,897
shares of Class V Common Stock and 723,291 shares of Class A Common Stock, respectively, that are subject to escrow until the
resolution of the Class D Dispute and the Cash Preference Dispute, as applicable, described above and will be voted in accordance
with the proportional vote totals that a matter receives by all voting securities other than those subject to escrow.
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(8)
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Hudson Vegas Investment Manager, LLC and Daniel Straus each may be deemed to share voting and dispositive power over the shares of Class
V Common Stock which are held by Hudson Vegas Investment SPV, LLC. Each of Hudson Vegas Investment Manager, LLC and Daniel Straus disclaims
beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein. Included in the number of shares
of Class V Common Stock are 1,226,765 shares of Class V Common Stock that are subject to escrow until the resolution of the Cash Preference
Dispute described above and 3,315,859 shares of Class V Common Stock that are subject to escrow until the resolution of the Class D Dispute
described above, and will be voted in accordance with the proportional vote totals that a matter receives by all voting securities other
than those subject to escrow.
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Certain Relationships and
Related Party Transactions
Information about relationships
and related party transactions of the Company are described in the Proxy Statement in the section entitled “Certain Relationships
and Related Party Transactions” beginning on page 287 of the Proxy Statement, which is incorporated herein by reference.
Legal Proceedings
Information about legal proceedings
is set forth in the Proxy Statement in the section “Legal Proceedings” on page 233 of the Proxy Statement, which is
incorporated herein by reference.
Market Price of and Dividends
on the Registrant’s Common Equity and Related Stockholder Matters
Market Information
and Holders
Foresight’s Class A Common
Stock and Warrants were historically listed on The Nasdaq Capital Market under the symbols “FORE” and “FORESW,”
respectively. On December 6, 2021, the Class A Common Stock and Warrants began trading on The Nasdaq Global Select Market under the new
trading symbols “PIII” and “PIIIW,” respectively.
As of the Closing Date following
the completion of the Business Combinations, the Company had 41,578,890 shares of Class A Common Stock issued and outstanding held of
record by nine holders, 202,024,923 shares of Class V Common Stock issued and outstanding held of record by 40 holders and 10,819,115
Warrants outstanding held of record by three holders.
Dividends
The Company has not paid any
cash dividends on its Common Stock to date. Any decision to declare and pay dividends following the Closing will be made at the discretion
of the Board and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements,
contractual restrictions and other factors that the Board may deem relevant. In addition, the Company’s ability to declare dividends
may be limited by restrictive covenants contained in any existing or future indebtedness of the Company. Further, the Board is not currently
contemplating and does not anticipate declaring any dividends in the foreseeable future.
The terms of the Term Loan Agreement
restrict the ability of P3 LLC to pay dividends to the Company.
Recent Sales of Unregistered
Securities
Reference is made to the disclosure
set forth below under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale by the Company of certain unregistered
securities, which is incorporated herein by reference.
Description of the Company’s
Securities
A description of the Company’s
Class A Common Stock, Class V Common Stock and warrants is included in the Proxy Statement in the section entitled “Description
of Securities” beginning on page 269 of the Proxy Statement, which is incorporated by reference herein.
As of the Closing, the Company
has authorized 800,000,000 shares of Class A Common Stock, par value $0.0001 per share, 205,000,000 shares of Class V Common Stock, par
value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.
Indemnification of Directors
and Officers
The Company’s second amended
and restated certificate of incorporation provides (i) that the Company shall indemnify, and advance expenses to, each current or former
director or officer of the Company to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”),
(ii) that the Company is authorized to indemnify, and advance expenses to, each current or former employee or agent of the Company to
the fullest extent permitted by the DGCL and (iii) that to the fullest extent permitted by the laws of the State of Delaware as it exists
on the date hereof or as it may hereafter be amended, no director shall be personally liable to the Company or its stockholders for monetary
damages for any breach of his or her fiduciary duties as a director.
The information set forth in
Item 1.01 of this Current Report on Form 8-K under the section entitled “Indemnification Agreements” is incorporated
herein by reference.
Financial Statements and Supplementary
Data
The information set forth in
Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure
Reference is made to the information
set forth under Item 4.01 of this Current Report on Form 8-K relating to the changes in certifying accountant.