{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-22-126469","form_type":"8-K","ticker":"PIII","cik":"0001832511","company_name":"P3 Health Partners Inc.","filed_at":"2022-12-13T23:59:59+00:00","discovered_at":"2026-05-14T18:03:52.526336+00:00","generated_at":"2026-06-21T05:38:24.940846+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"negative","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"P3 Health Partners secures up to $40M debt with warrants; going concern doubt remains","bullets":["Unsecured promissory note up to $40M from VBC Growth SPV; three tranches: $15M now, up to $15M by Jan 5, up to $10M by Feb 3 2023.","Interest at 14% per annum, payable 8% cash and 6% PIK; subordinated to existing CRG term loan facility.","Warrants issued to purchase 429,180 shares of Class A common stock at $4.26 per share, expiring Dec 13, 2027.","Proceeds to fund working capital; company still faces substantial doubt about going concern per prior Form 10-Q.","Company continues to explore additional debt/equity financing; no assurance terms will be available."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-22-126469","json":"https://secwatch.observer/filing/0001104659-22-126469.json","markdown":"https://secwatch.observer/filing/0001104659-22-126469.md","text":"https://secwatch.observer/filing/0001104659-22-126469.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1832511/000110465922126469/0001104659-22-126469-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1832511/000110465922126469/tm2232528d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T05:38:24.940846+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"00e507ad33b646afe963db59ce74a08729e2ca13","claim":"P3 Health Partners Inc. entered into Subordination Agreement with the Company, CRG Services LLC, and VBC Growth SPV LLC (effective 2022-12-13).","evidence_excerpt":"In connection with the transactions described above, P3 LLC entered into a subordination agreement, dated as of December 13, 2022 (the “Subordination Agreement”), by and among the Company, CRG Services LLC, as administrative agent under the Company’s existing term loan facility (the “Term Loan Facility”) and VBC.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832511/000110465922126469/0001104659-22-126469-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"the Company, CRG Services LLC, and VBC Growth SPV LLC"},{"label":"Effective","value":"2022-12-13"}],"fact_type":"material_agreement"},{"claim_id":"30c07339f8c0663d941bf13f59db294b69ed98c2","claim":"P3 Health Partners Inc. entered into Warrant Agreement with VBC Growth SPV LLC (effective 2022-12-13).","evidence_excerpt":"In connection with the Promissory Note, on December 13, 2022, P3 LLC and VBC entered into a Warrant (the “Warrant Agreement”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832511/000110465922126469/0001104659-22-126469-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"VBC Growth SPV LLC"},{"label":"Effective","value":"2022-12-13"}],"fact_type":"material_agreement"},{"claim_id":"ed0ca5493333655af50a6742257dbca4096edc68","claim":"P3 Health Partners Inc. amended Amendment to Term Loan Agreement with CRG Servicing LLC, as administrative agent and collateral agent (effective 2022-12-13).","evidence_excerpt":"In connection with the transactions described above, P3 LLC entered into an amendment to that certain Term Loan Agreement, dated as of December 3, 2021, by among P3 LLC, as borrower, the subsidiary guarantors party thereto, the lenders from time to time party thereto and CRG Servicing LLC, as administrative agent and collateral agent.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832511/000110465922126469/0001104659-22-126469-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"CRG Servicing LLC, as administrative agent and collateral agent"},{"label":"Effective","value":"2022-12-13"}],"fact_type":"material_agreement"},{"claim_id":"f1d5f4809d4f3892ba31868ca674e243cc81d95b","claim":"P3 Health Partners Inc. entered into Promissory Note with VBC Growth SPV LLC valued at up to $40.0 million (effective 2022-12-13).","evidence_excerpt":"The Promissory Note was issued by P3 LLC to VBC on December 13, 2022, and provides for funding of up to $40.0 million (the “Promissory Note”),","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832511/000110465922126469/0001104659-22-126469-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"VBC Growth SPV LLC"},{"label":"Value","value":"up to $40.0 million"},{"label":"Effective","value":"2022-12-13"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}