---
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"
generated_at: "2026-06-17T04:42:45.791263+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-042915
- JSON: https://secwatch.observer/filing/0001104659-23-042915.json
- Plain text: https://secwatch.observer/filing/0001104659-23-042915.txt

## Key facts
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1832511/000110465923042915/0001104659-23-042915-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1832511/000110465923042915/0001104659-23-042915-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1832511/000110465923042915/0001104659-23-042915-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.