As filed with the Securities and Exchange Commission
on November 17, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE
SECURITIES ACT OF 1933
Apollo Medical Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of incorporation or
organization) |
95-4472349
(I.R.S. Employer Identification No.) |
1668 S. Garfield Avenue, 2nd Floor
Alhambra, California 91801
(Address of principal executive offices) (Zip code)
Apollo Medical Holdings, Inc. Employment Inducement
Award Plan
(Full title of the plan)
Thomas Lam
Co-Chief Executive Officer and President
Apollo Medical Holdings, Inc.
1668 S. Garfield Avenue, 2nd Floor
Alhambra, California 91801
(626) 282-0288
(Name, address, and telephone number, including
area code, of agent for service)
Copies to:
Jurgita Ashley
Thompson Hine LLP
3900 Key Center
27 Public Square
Cleveland, Ohio 44114
(216) 566-5500
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
x |
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
| |
|
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 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in Part I of Form S-8 will be sent or given to participants, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended
(the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement on Form S-8 (“Registration Statement”) or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of Form S-8, taken together, will constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, which have previously
been filed by Apollo Medical Holdings, Inc. (the “Registrant”) with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| · | the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with
the Commission on May 10, 2023, as amended by Amendment No. 1 on Form 10-Q/A, filed with the Commission on August 9, 2023, Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the Commission on August 9, 2023, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Commission on November 9, 2023; |
| · | the
Registrant’s Current Reports on Form 8-K filed with the Commission on January
11, 2023, February
8, 2023, February
23, 2023, March
13, 2023, May
8, 2023, June
7, 2023, June
16, 2023, July
12, 2023, July
31, 2023, August
7, 2023 (first filing), August
7, 2023 (second filing) (as amended by the Form 8-K/A filed August
9, 2023), September
8, 2023, September
13, 2023, November
7, 2023 (first filing), November
7, 2023 (second filing), November
7, 2023 (third filing), November
7, 2023 (fourth filing), and November 17, 2023 (excluding any information furnished in
such reports under Item 2.02, Item 7.01 or Item 9.01); and |
| · | the description of the Registrant’s common stock set forth in Exhibit 4.10 of the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2019, together with any amendment or report filed with the Commission for the
purpose of updating such description. |
All documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than those furnished pursuant to Item 2.02 or Item
7.01 of Form 8-K or other information “furnished” to the Commission) subsequent to the filing of this Registration Statement
and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all
securities then remaining unsold will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from
the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein
will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of
this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 102 of the Delaware General Corporation
Law (the “DGCL”) permits a corporation to, among other things, eliminate the personal liability of directors of a corporation
to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached
his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.
Section 145 of the DGCL provides that a corporation
has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation
for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with any threatened,
pending or completed action, suit or proceeding to which he or she was or is a party, or is threatened to be made a party, by reason of
such position, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe such person’s conduct
was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification will be made with
respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view
of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court deems proper.
The Registrant’s Restated Bylaws, as amended,
allow for, and the Registrant’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”),
provides for, indemnification of the Registrant’s current and former directors, officers, committee members or representatives to
the fullest extent permitted by the DGCL. In addition, the Registrant’s Certificate of Incorporation provides that, to the fullest
extent permitted by the DGCL, a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director. These indemnification provisions may be sufficiently broad to permit indemnification
of the Registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities
Act.
The Registrant has entered into indemnification
agreements with certain directors and executive officers to provide these directors and executive officers additional contractual assurances
regarding the scope of the indemnification set forth in the Certificate of Incorporation and to provide additional procedural protections.
The Registrant’s directors and officers are also covered by insurance policies maintained by the Registrant against certain liabilities
for actions taken in their capacities as such, including liabilities under the Securities Act.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Exhibit No. |
|
Description |
| 4.1 |
|
Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 21, 2015). |
| 4.2 |
|
Certificate of Amendment of Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 27, 2015). |
| 4.3 |
|
Certificate of Amendment of Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 13, 2017). |
| 4.4 |
|
Certificate of Amendment of Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed June 21, 2018). |
| 4.5 |
|
Restated Bylaws (as amended) (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2018). |
| 4.6 |
|
Amendment to Sections 3.1 and 3.2 of Article III of Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on June 21, 2018). |
| 4.7 |
|
Certificate of Designation of Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 19, 2015). |
| 4.8 |
|
Amended and Restated Certificate of Designation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 4, 2016). |
| 5.1 |
|
Opinion of Thompson Hine LLP. |
| 23.1 |
|
Consent of Independent Registered Public Accounting Firm. |
| 23.2 |
|
Consent of Thompson Hine LLP (included in Exhibit 5.1). |
| 24.1 |
|
Power of Attorney (included in the signature page to this Registration Statement). |
| 99.1 |
|
Apollo Medical Holdings, Inc. Employment Inducement Award Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 17, 2023). |
| 99.2 |
|
Form
of Stock Option Agreement (Employment Inducement Award Plan) (incorporated herein by reference to Exhibit 10.2 to the
Registrant’s Current Report on Form 8-K filed on November 17, 2023). |
| 99.3 |
|
Form of Restricted Stock Agreement (Employment Inducement Award Plan) (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 17, 2023). |
| 107 |
|
Filing Fee Table. |
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation
of Registration Fee” table, as applicable, in the effective registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information
in the Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Alhambra, State of California, on November 17, 2023.
| |
APOLLO MEDICAL HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Thomas Lam |
| |
|
Thomas Lam, M.D., M.P.H. |
| |
|
Co-Chief Executive Officer and President |
| |
|
(Principal Executive Officer) |
| |
|
|
| |
By: |
/s/ Brandon Sim |
| |
|
Brandon Sim |
| |
|
Co-Chief Executive Officer |
| |
|
(Principal Executive Officer) |
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints each of Thomas S. Lam, M.D., M.P.H. and Brandon Sim, acting alone or together with another attorney-in-fact, as his or her
true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name,
place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, and any subsequent registration
statements pursuant to Rule 462 of the Securities Act, with the Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises,
as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
|
TITLE |
|
DATE |
| |
|
|
|
|
|
| By: |
/s/ Thomas S. Lam |
|
Co-Chief Executive Officer (Principal Executive Officer), President, and Director |
|
November 17, 2023 |
| |
Thomas S. Lam, M.D., M.P.H. |
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Brandon Sim |
|
Co-Chief Executive Officer (Principal Executive Officer) |
|
November 17, 2023 |
| |
Brandon Sim |
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Chandan Basho |
|
Chief Financial Officer and Chief Strategy Officer (Principal Financial Officer) |
|
November 17, 2023 |
| |
Chandan Basho |
|
|
|
| |
|
|
|
|
|
| By: |
/s/ John Vong |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
November 17, 2023 |
| |
John Vong |
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Kenneth Sim |
|
Executive Chairman, Director |
|
November 17, 2023 |
| |
Kenneth Sim, M.D. |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ John Chiang |
|
Director |
|
November 17, 2023 |
| |
John Chiang |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Weili Dai |
|
Director |
|
November 17, 2023 |
| |
Weili Dai |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ J. Lorraine Estradas |
|
Director |
|
November 17, 2023 |
| |
J. Lorraine Estradas, R.N., B.S.N., M.P.H. |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Mitchell W. Kitayama |
|
Director |
|
November 17, 2023 |
| |
Mitchell W. Kitayama |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Linda Marsh |
|
Director |
|
November 17, 2023 |
| |
Linda Marsh |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Matthew Mazdyasni |
|
Director |
|
November 17, 2023 |
| |
Matthew Mazdyasni |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ David G. Schmidt |
|
Director |
|
November 17, 2023 |
| |
David G. Schmidt |
|
|
|
|
Exhibit 5.1
November 17, 2023
Apollo Medical Holdings, Inc.
1668 S. Garfield Avenue, 2nd
Floor
Alhambra, California 91801
| Re: | Registration Statement on Form S-8 — Apollo Medical Holdings, Inc. Employment Inducement Award Plan |
Ladies and Gentlemen:
Apollo Medical Holdings, Inc., a Delaware corporation
(the “Company”), is filing with the Securities and Exchange Commission (the “Commission”) a Registration
Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities
Act”), relating to the issuance of up to 500,000 shares of common stock, par value $0.001 per share, of the Company (the “Common
Stock”), issuable pursuant to the Company’s Employment Inducement Award Plan (the “Plan”), as well
as the authorized forms of stock option, restricted stock or other applicable award agreements under the Plan (collectively, the “Award
Agreements”).
Item 601 of Regulation S-K and the instructions
to Form S-8 require that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to a
Form S-8 registration statement if the securities are original issue shares. This opinion is provided in satisfaction of that requirement
as it relates to the Registration Statement.
In rendering this opinion, we have examined copies
of (a) the Company’s Restated Certificate of Incorporation (as amended) and Restated Bylaws (as amended), each in the form filed
as exhibits with the Commission, (b) the Plan, in the form filed as an exhibit with the Commission, and (c) such other records and documents
as we have deemed advisable in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to the originals
or certified copies of all documents submitted to us as copies thereof.
As a result of the foregoing, and subject to the
further limitations, qualifications and assumptions set forth herein, we are of the opinion that, under the laws of the State of Delaware,
when issued pursuant to and in accordance with the Plan and the applicable Award Agreements, the shares of Common Stock that are the subject
of the Registration Statement will be validly issued, fully paid, and non-assessable.
In rendering this opinion, we have assumed that
the resolutions authorizing the Company to issue the shares of Common Stock pursuant to the Plan and the applicable Award Agreements will
be in full force and effect at all times at which the shares of Common Stock are issued by the Company and that the Company will take
no action inconsistent with such resolutions. We have further assumed that each award under the Plan will be approved by the Board of
Directors of the Company or an authorized committee of the Board of Directors in accordance with applicable law.
Our opinion expressed above is limited to the
General Corporation Laws of the State of Delaware, as currently in effect, and we express no opinion as to the effect on the matters covered
by this letter of the laws of any other jurisdiction.
This opinion letter speaks only as of the date
hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of
law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.
We hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Thompson Hine LLP
Thompson Hine LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation
by reference in the Registration Statement (Form S-8) pertaining to the Apollo Medical Holdings, Inc. Employment Inducement Award Plan
of our report dated March 1, 2023, except for effects of the restatement discussed in Note 1, as well as the reportable segments disclosures
discussed in Note 21, as to which the date is August 9, 2023, with respect to the consolidated financial statements of Apollo Medical
Holdings, Inc. and our report dated March 1, 2023, except for the effect of the material weakness described in the third paragraph of
such report, as to which the date is August 9, 2023, with respect to the effectiveness of internal control over financial reporting of
Apollo Medical Holdings, Inc. included in its Annual Report (Form 10-K/A) for the year ended December 31, 2022, filed with the Securities
and Exchange Commission.
/s/ Ernst and Young LLP
Los Angeles, California
November 17, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Apollo Medical Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
Security Class Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per Unit |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Common Stock, $0.001 par value per share |
Other(3) |
500,000(2) |
$30.61(3) |
$15,305,000 |
$147.60 per $1,000,000 |
$2,259.02 |
| Total Offering Amounts |
|
$15,305,000 |
|
$2,259.02 |
| Total Fee Offsets |
|
|
|
N/A |
| Net Fee Due |
|
|
|
$2,259.02 |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement on Form S-8 (the “Registration Statement”) also covers an indeterminate number of shares of common
stock, par value $0.001 per share (“Common Stock”), of Apollo Medical Holdings, Inc. that may be offered or issued under the
Apollo Medical Holdings, Inc. Employment Inducement Award Plan (the “Plan”) as a result of any adjustment to prevent dilution
by reason of any stock dividend, stock split, reverse stock split, recapitalization or other similar transaction. |
| (2) | Represents shares of Common Stock reserved for future issuance under the Plan. |
| (3) | Estimated in accordance with Rules 457(c) and 457(h) under the
Securities Act solely for purposes of calculating the registration fee and based on the average of the high and low sales price per share
of Common Stock as reported on The Nasdaq Stock Market LLC on November 13, 2023, which date is within five business days prior to filing
this Registration Statement. |
Apollo Medical (NASDAQ:AMEH)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Apollo Medical (NASDAQ:AMEH)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
