Current Report Filing (8-k)
January 12 2022 - 5:11PM
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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 12, 2022
P3 Health Partners Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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001-40033
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85-2992794
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2370 Corporate Circle, Suite 300
Henderson, NV
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89074
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(Address of principal executive offices)
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(Zip Code)
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(702) 910-3950
(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 is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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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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PIII
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The Nasdaq Stock Market LLC
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Warrants,
each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50.
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PIIIW
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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 2.02.
Results of Operations and Financial Condition.
The information furnished under Item 7.01 of this Current Report on
Form 8-K (the “Report”) is incorporated by reference in this Item 2.02.
Item 7.01.
Regulation FD Disclosure.
Attached
as Exhibit 99.1 to this Report is the form of presentation to be used by P3 Health Group Inc. (the “Company”) in connection
with its participation in the J.P. Morgan HealthCare Conference. The Company undertakes no obligation to update, supplement or
amend the materials attached hereto as Exhibit 99.1.
The information contained in Item 2.02 and 7.01 of this Report (including
Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided
by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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.
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P3 Health Partners Inc.
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Date:
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January 12, 2022
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By:
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/s/ Eric Atkins
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Eric Atkins
Chief Financial Officer
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