{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-042915","form_type":"8-K","ticker":"PIII","cik":"0001832511","company_name":"P3 Health Partners Inc.","filed_at":"2023-04-07T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.996911+00:00","generated_at":"2026-06-17T04:42:45.791263+00:00","sec_items":["1.01","3.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"P3 Health Partners closes $89.5M private placement of common stock and warrants","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-042915","json":"https://secwatch.observer/filing/0001104659-23-042915.json","markdown":"https://secwatch.observer/filing/0001104659-23-042915.md","text":"https://secwatch.observer/filing/0001104659-23-042915.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1832511/000110465923042915/0001104659-23-042915-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1832511/000110465923042915/tm2311971d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T04:42:45.791263+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":"1bd04b1afe99b4fb7e27682a4c312d5c4c99635f","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832511/000110465923042915/0001104659-23-042915-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"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"},{"label":"Effective","value":"2023-04-06"}],"fact_type":"material_agreement"},{"claim_id":"7d6069e3cd8d88bf2dfbd58ba88b2191d02b28ea","claim":"P3 Health Partners Inc. entered into Registration Rights Agreement with the Purchasers (effective 2023-04-06).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832511/000110465923042915/0001104659-23-042915-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"the Purchasers"},{"label":"Effective","value":"2023-04-06"}],"fact_type":"material_agreement"},{"claim_id":"c8db9dee7c22abf9ed9f9c3a2ce5908e31b7bbf6","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1832511/000110465923042915/0001104659-23-042915-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"the purchasers named therein (the \"Purchasers\")"},{"label":"Value","value":"aggregate gross proceeds of approximately $89.5 million"},{"label":"Effective","value":"2023-03-30"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}