Current Report Filing (8-k)
March 09 2022 - 8:19AM
Edgar (US Regulatory)
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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):
March 9, 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 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) |
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File Number) |
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Identification No.) |
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2370 Corporate Circle, Suite 300 |
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Henderson, NV |
89074 |
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(Address of principal executive offices) |
(Zip Code) |
(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:
¨ |
Written communications pursuant to Rule 425 under the Securities Act |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Name of each exchange |
Title of each class |
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Symbol(s) |
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on which registered |
Class A Common Stock, par value $0.0001 per share |
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PIII |
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The Nasdaq Stock Market LLC |
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 |
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.
On
March 9, 2022, P3 Health Partners Inc. (the “Company”) announced preliminary unaudited financial results for the
fourth quarter and fiscal year ended December 31, 2021. The full text of the press release issued in connection with the announcement
is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).
The information furnished under Item 7.01 of this Report is incorporated
by reference in this Item 2.02.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.2 to this Report is the form of presentation
to be used by the Company in connection with its participation in the Cowen HealthCare Conference. The Company undertakes no obligation
to update, supplement or amend the materials attached hereto as Exhibit 99.2.
The information in Items 2.02 and 7.01 of this Report (including Exhibits
99.1 and 99.2 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: |
March 9, 2022 |
By: |
/s/ Eric Atkins |
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Eric Atkins |
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Chief Financial Officer |
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