P3 Health Partners closes $89.5M private placement of common stock and warrants

P3 Health Partners Inc.

Raised ~$89.5M gross from sale of 69.2M shares and warrants for 59.9M shares plus pre-funded warrants.
Chicago Pacific Partners invested ~$71M, acquiring 52.8M shares, 10.8M pre-funded warrants, and 47.6M warrants.
Warrants have $1.13 exercise price, 5-year term; pre-funded warrants exercise at $0.0001 per share.
Company to file resale registration statement within 30 days; CPF gets board designee right if ownership ≥40%.
CPF agreed to standstill until June 30, 2024, limiting ownership to 49.99% of common and Class V common.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

P3 Health Partners Inc. entered into Letter Agreement with Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III”) (on behalf of the funds of which CPF GP I is the general partner, certain funds of which CPF GP III is the general partner) and/or cert (effective 2023-04-06).

Action: entry
Counterparty: Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III”) (on behalf of the funds of which CPF GP I is the general partner, certain funds of which CPF GP III is the general partner) and/or cert
Effective: 2023-04-06

Exact text from the filing

On April 6, 2023, in connection with the Purchase Agreement, the Company entered into a letter agreement (the “Letter Agreement”) with Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III”) (on behalf of the funds of which CPF GP I is the general partner, certain funds of which CPF GP III is the general partner) and/or certain of their affiliated entities and funds (collectively, the “CPF Parties”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

P3 Health Partners Inc. entered into Registration Rights Agreement with the Purchasers (effective 2023-04-06).

Action: entry
Counterparty: the Purchasers
Effective: 2023-04-06

Exact text from the filing

On April 6, 2023, in connection with the Purchase Agreement the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

P3 Health Partners Inc. entered into Securities Purchase Agreement with the purchasers named therein (the "Purchasers") valued at aggregate gross proceeds of approximately $89.5 million (effective 2023-03-30).

Action: entry
Agreement: equity purchase
Counterparty: the purchasers named therein (the "Purchasers")
Value: aggregate gross proceeds of approximately $89.5 million
Effective: 2023-03-30

Exact text from the filing

P3 Health Partners Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Purchasers”) on March 30, 2023.

View on SEC.gov

Browse all material agreements →

P3 Health Partners Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-042915

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.