Current Report Filing (8-k)
May 24 2022 - 8:37AM
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):
May 18, 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) |
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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:
¨ |
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 3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 18, 2022, P3 Health Partners Inc. (the “Company”)
received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the year ended December 31, 2021
(the “2021 Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022
(the “2022 First Quarter Form 10-Q”) with the Securities and Exchange Commission (the “SEC”), the Company is not
in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1).
The notification letter has no immediate effect on the listing or trading
of the Company’s common stock on the Nasdaq Capital Market. The Notice provides that the Company has 60 calendar days from
the date of the Notice, or July 18, 2022, to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). If Nasdaq accepts
the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date
of the 2021 Form 10-K, or September 27, 2022, to regain compliance. The Company continues to work diligently to complete the 2021 Form
10-K and the First Quarter Form 10-Q and expects to file these periodic reports prior to July 18, 2022, which would eliminate the need
for the Company to submit to Nasdaq a formal plan to regain compliance.
Item 7.01. Regulation FD Disclosure.
A press release, dated May 24, 2022, disclosing the Company’s
receipt of the Notice referenced above is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 of this Current Report
on Form 8-K (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, and shall not be incorporated by reference into any filing of the Company under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference in such 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: |
May 24, 2022 |
By: |
/s/ Jessica Puathasnanon |
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Jessica Puathasnanon
Chief Legal Officer |
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