P3 Health Partners to issue up to $70M in 19.5% preferred units with warrants to CPF

P3 Health Partners Inc.

Agreed to issue up to $70M of units to CPF affiliates in tranches; Series D-1 19.5% cumulative preferred stock at $100/share, plus warrants.
Warrants exercisable for 0.66333% of outstanding Class A and Class V common per $1M funded, exercise price = Nasdaq Minimum Price, 7-year term.
Preferred stock is senior to common, non-convertible, no voting rights; redemption at $100 plus accrued dividends.
CPF may designate one independent board member while owning ≥40% of common; standstill limit extended to Dec 31, 2027 at 49.99%.
Special committee of independent directors approved related-party transaction; securities sold under Reg D to accredited investors.

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