P3 Health Partners Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)
09 Mai 2024 - 11:26PM
Business Wire
P3 Health Partners Inc. (“P3” or the “Company”) (NASDAQ: PIII),
today reported that the Board of Directors (the “Board”) (including
the independent members of the Board) approved the award of
employment inducement equity grants to Aric Coffman, M.D. in
connection with his agreement to serve as the Company’s Chief
Executive Officer and President as follows: effective as of May 9,
2024, the grant of an employment inducement stock option award
covering 12,100,000 Class A shares of P3’s common stock, par value
$0.0001 (the “Common Stock”), and an employment inducement
restricted stock unit (RSU) award covering 4,400,000 shares of
Common Stock. The stock option will vest and become exercisable
over a four-year period with respect to 25% of the shares subject
to the option on the first anniversary of the effective date of Dr.
Coffman’s employment, and with respect to the remaining 75% of the
shares subject to the option in substantially equal installments on
each three-month anniversary over the three (3)-year period
thereafter, subject to Dr. Coffman’s continued employment with P3
through the applicable vesting date. The RSU award will be subject
to both service-vesting and performance-vesting conditions, such
that both conditions must be met for the RSU award to vest, subject
to Dr. Coffman’s continued employment with P3 through the
applicable vesting date. The service-vesting condition will follow
the same vesting schedule as the stock option. The
performance-vesting condition will be satisfied upon the closing of
P3’s first underwritten offering and sale of its Common Stock. The
awards were granted under P3’s 2024 Employment Inducement Incentive
Award Plan as employment inducement awards in accordance with
Nasdaq Listing Rule 5635(c)(4).
About P3 Health Partners (NASDAQ: PIII):
P3 Health Partners Inc. is a leading population health
management company committed to transforming healthcare by
improving the lives of both patients and providers. Founded and led
by physicians, P3 has an expansive network of more than 2,900
affiliated primary care providers across the country. Our local
teams of health care professionals manage the care of thousands of
patients in 27 counties across five states. P3 supports primary
care providers with value-based care coordination and
administrative services that improve patient outcomes and lower
costs. Through partnerships with these local providers, the P3 care
team creates an enhanced patient experience by navigating,
coordinating, and integrating the patient’s care within the
healthcare system. For more information, visit www.p3hp.org and
follow us on LinkedIn and Facebook.com/p3healthpartners.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. We intend such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 27A
of the Securities Act of 1933, as amended, Section 21E of the
Securities Exchange Act of 1934, as amended. Words such as
"anticipate," "believe," "budget," "contemplate," "continue,"
"could," "envision," "estimate," "expect," "guidance," "indicate,"
"intend," "may," "might," "plan," "possibly," "potential,"
"predict," "probably," "pro-forma," "project," "seek," "should,"
"target," or "will," or the negative or other variations thereof,
and similar words or phrases or comparable terminology, are
intended to identify forward-looking statements. These
forward-looking statements address various matters, including
statements regarding the employment and compensation of the
Company’s new Chief Executive Officer. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside the Company's control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements.
Important risks and uncertainties that could cause our actual
results, performance or achievements to differ materially from
those indicated in forward-looking statements include, among
others, our ability to continue as a going concern; our potential
need to raise additional capital to fund our existing operations or
develop and commercialize new services or expand our operations;
our ability to achieve or maintain profitability; our ability to
maintain compliance with our debt covenants in the future, or
obtain required waivers from our lenders if future operating
performance were to fall below current projections, and if there
are material changes to management’s assumptions, we could be
required to recognize non-cash charges to operating earnings for
goodwill and/or other intangible asset impairment; our ability to
identify and develop successful new geographies, physician
partners, payors and patients; changes in market or industry
conditions, regulatory environment, competitive conditions, and
receptivity to our services; our ability to fund our growth and
expand our operations; changes in laws and regulations applicable
to our business; our ability to maintain our relationships with
health plans and other key payers; the impact of COVID-19,
including the impact of new variants of the virus, or another
pandemic, epidemic or outbreak of infectious disease on our
business and results of operation; increased labor costs; our
ability to recruit and retain qualified team members and
independent physicians; and other factors discussed in Part I, Item
1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2023, filed with the SEC on March 28,
2024, as updated by the Company’s other filings with the SEC. All
information in this press release is as of the date hereof, and we
undertake no duty to update or revise this information unless
required by law. You are cautioned not to place undue reliance on
any forward-looking statements contained in this press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20240509827407/en/
Ryan Halsted Investor Relations Gilmartin Group
investors@p3hp.org
P3 Partners (NASDAQ:PIII)
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