P3 Health Partners amends registration rights to exclude new S-3 and ATM offering

P3 Health Partners Inc.

Amendment and waiver to Registration Rights Agreement entered on Nov 8, 2023 with majority stockholders.
Excludes the Nov 9, 2023 S-3 shelf registration from 'Primary Offering Registration Statement' definition.
Waives underwritten offering and piggyback rights under Section 1.9 for the S-3 and ATM program.
Enables company to proceed with new shelf registration and at-the-market offering without triggering stockholder rights.
Effective date of amendment is concurrent with filing of the Registration Statement and ATM program.

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. amended Registration Rights Amendment and Waiver with certain of its stockholders (effective 2023-11-08).

Action: amendment
Counterparty: certain of its stockholders
Effective: 2023-11-08

Exact text from the filing

On November 8, 2023, P3 Health Partners Inc. (the “Company”) and certain of its stockholders (representing a majority of the registrable securities under the Registration Rights Agreement (as defined below)) entered into an amendment and waiver (the “Registration Rights Amendment and Waiver”) to the Registration Rights Agreement, dated as of April 6, 2023 (the “Registration Rights Agreement”), by and among the Company and the stockholders party thereto.

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Source: SEC EDGAR

accession 0001104659-23-117421

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