--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-019379" form_type: "8-K" ticker: null cik: "0001813914" company_name: "CareMax, Inc." filed_at: "2025-02-03T23:59:59+00:00" generated_at: "2026-05-27T04:04:16.924987+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # CareMax emerges from Chapter 11; equity cancelled, assets sold, leadership replaced ## Summary - Plan confirmed Jan 31, effective Feb 3, 2025; all existing equity interests cancelled with no recovery. - ACO assets sold for $10M plus Medicare Shared Savings payments; Core Centers sold for $35M cash + $65M in units. - All directors and officers resigned; Plan Administrator Robert N. Michaelson appointed sole officer/director. - Auditor PricewaterhouseCoopers dismissed effective Feb 3, 2025. - Company to file Form 15 to deregister securities and suspend reporting obligations. ## SEC filing metadata - accession: 0001193125-25-019379 - form_type: 8-K - cik: 0001813914 - company_name: CareMax, Inc. - filed_at: 2025-02-03T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 1.03, 2.01, 3.03, 4.01, 5.01, 5.02, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/d842293d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-019379 - JSON: https://secwatch.observer/filing/0001193125-25-019379.json - Plain text: https://secwatch.observer/filing/0001193125-25-019379.txt ## Key facts - Auditor Changes CareMax, Inc. dismissed PricewaterhouseCoopers LLP as its auditor. - Action: dismissal - Auditor: PricewaterhouseCoopers LLP source text: Effective February 3, 2025, the Audit Committee (the “ Audit Committee ”) of the Board of Directors of the Company authorized the dismissal of PricewaterhouseCoopers LLP (“ PwC ”) as the Company’s independent registered public accounting firm. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Distress & Bankruptcy CareMax, Inc. entered chapter 11 in United States Bankruptcy Court for the Northern District of Texas (petition 2024-11-17). - Proceeding: chapter 11 - Court: United States Bankruptcy Court for the Northern District of Texas - Petition: 2024-11-17 source text: On November 17, 2024, (the “Petition Date”) CareMax, Inc. and its affiliated debtors in the above-captioned chapter 11 cases (each a “Debtor” and, collectively, the “Debtors” or the “Company”) commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title 11 evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Jose R. Rodriguez departed as Director at CareMax, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Plan, effective as of the close of business on the Effective Date, Carlos A. de Solo, Kevin Berg, Edward J. Borkowski, Bryan Cho, Ralph De La Torre, M.D., Dr. Vincent Omachonu, Ryan O’Quinn and Jose R. Rodriguez ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Kevin Wirges departed as Chief Financial Officer at CareMax, Inc.. - Action: ceased - Role: Chief Financial Officer source text: In addition, effective as of the close of business on the Effective Date, Carlos de Solo, Chief Executive Officer of the Company, Alberto de Solo, Chief Operating Officer of the Company, Kevin Wirges, Chief Financial Officer of the Company and Paul Rundell, Chief Restructuring Officer of the Company, ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Paul Rundell departed as Chief Restructuring Officer at CareMax, Inc.. - Action: ceased - Role: Chief Restructuring Officer source text: In addition, effective as of the close of business on the Effective Date, Carlos de Solo, Chief Executive Officer of the Company, Alberto de Solo, Chief Operating Officer of the Company, Kevin Wirges, Chief Financial Officer of the Company and Paul Rundell, Chief Restructuring Officer of the Company, ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Bryan Cho departed as Director at CareMax, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Plan, effective as of the close of business on the Effective Date, Carlos A. de Solo, Kevin Berg, Edward J. Borkowski, Bryan Cho, Ralph De La Torre, M.D., Dr. Vincent Omachonu, Ryan O’Quinn and Jose R. Rodriguez ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Robert N. Michaelson was appointed as Plan Administrator at CareMax, Inc.. - Action: appointed - Role: Plan Administrator source text: On the Effective Date, Robert N. Michaelson of Advisory Trust Group, LLC, the Plan Administrator, was appointed as the sole officer and director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Edward J. Borkowski departed as Director at CareMax, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Plan, effective as of the close of business on the Effective Date, Carlos A. de Solo, Kevin Berg, Edward J. Borkowski, Bryan Cho, Ralph De La Torre, M.D., Dr. Vincent Omachonu, Ryan O’Quinn and Jose R. Rodriguez ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Dr. Vincent Omachonu departed as Director at CareMax, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Plan, effective as of the close of business on the Effective Date, Carlos A. de Solo, Kevin Berg, Edward J. Borkowski, Bryan Cho, Ralph De La Torre, M.D., Dr. Vincent Omachonu, Ryan O’Quinn and Jose R. Rodriguez ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Carlos de Solo departed as Chief Executive Officer at CareMax, Inc.. - Action: ceased - Role: Chief Executive Officer source text: In addition, effective as of the close of business on the Effective Date, Carlos de Solo, Chief Executive Officer of the Company, Alberto de Solo, Chief Operating Officer of the Company, Kevin Wirges, Chief Financial Officer of the Company and Paul Rundell, Chief Restructuring Officer of the Company, ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Kevin Berg departed as Director at CareMax, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Plan, effective as of the close of business on the Effective Date, Carlos A. de Solo, Kevin Berg, Edward J. Borkowski, Bryan Cho, Ralph De La Torre, M.D., Dr. Vincent Omachonu, Ryan O’Quinn and Jose R. Rodriguez ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Ralph De La Torre, M.D. departed as Director at CareMax, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Plan, effective as of the close of business on the Effective Date, Carlos A. de Solo, Kevin Berg, Edward J. Borkowski, Bryan Cho, Ralph De La Torre, M.D., Dr. Vincent Omachonu, Ryan O’Quinn and Jose R. Rodriguez ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Alberto de Solo departed as Chief Operating Officer at CareMax, Inc.. - Action: ceased - Role: Chief Operating Officer source text: In addition, effective as of the close of business on the Effective Date, Carlos de Solo, Chief Executive Officer of the Company, Alberto de Solo, Chief Operating Officer of the Company, Kevin Wirges, Chief Financial Officer of the Company and Paul Rundell, Chief Restructuring Officer of the Company, ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - Executive change Ryan O’Quinn departed as Director at CareMax, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Plan, effective as of the close of business on the Effective Date, Carlos A. de Solo, Kevin Berg, Edward J. Borkowski, Bryan Cho, Ralph De La Torre, M.D., Dr. Vincent Omachonu, Ryan O’Quinn and Jose R. Rodriguez ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - M&A Transactions CareMax, Inc. completed a disposition involving RHG Network, LLC for (i) $10 million, as set forth in the ACO SPA, and (ii) certain 2023 and 2024 Medicare Shared Savings Program payments, as set forth in the ACO SPA (closed 2025-02-03). - Action: disposition - Counterparty: RHG Network, LLC - Consideration: (i) $10 million, as set forth in the ACO SPA, and (ii) certain 2023 and 2024 Medicare Shared Savings Program payments, as set forth in the ACO SPA - Closing: 2025-02-03 source text: As previously disclosed, on November 17, 2024, the Company, Sparta Merger Sub I LLC, a Delaware limited liability company and a subsidiary of the Company (" Merger Sub I "), and Sparta Merger Sub II LLC, a Delaware limited liability company and a subsidiary of the Company (together with Merger Sub I, the " Sellers "), entered into a securities purchase agreement (the " ACO SPA ") with RHG Network, LLC (the " ACO Buyer ") pursuant to which the ACO Buyer agreed to purchase, subject to the terms and conditions contained therein, 100% of the outstanding equity securities of CareMax Accountable Care Network, LLC and CareMax National Care Network, LLC, each a subsidiary of the Company (together, the " Acquired Companies "), representing the Medicare Shared Savings Program portion of the Company's management services organization. The acquisition of the Acquired Companies by the ACO Buyer pursuant to the ACO SPA closed on February 3, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm - M&A Transactions CareMax, Inc. completed a disposition involving ClareMedica Viking, LLC for (i) a cash payment of $35 million and (ii) units of ClareMedica Health Partners, LLC, a wholly-owned subsidiary of Buyer Parent, having an aggregate value of $6 (closed 2025-02-03). - Action: disposition - Counterparty: ClareMedica Viking, LLC - Consideration: (i) a cash payment of $35 million and (ii) units of ClareMedica Health Partners, LLC, a wholly-owned subsidiary of Buyer Parent, having an aggregate value of $6 - Closing: 2025-02-03 source text: date, under the terms of the Stalking Horse APA, the Buyer acquired the Acquired Assets and assumed the Acquired Liabilities from the Seller Group for (i) a cash payment of $35 million and (ii) units of ClareMedica Health Partners, LLC, a wholly-owned subsidiary of Buyer Parent, having an aggregate value of $65 million. --- EX-99.1 (EX-99.1) --- EX-99.1 evidence_url: https://www.sec.gov/Archives/edgar/data/1813914/000119312525019379/0001193125-25-019379-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.