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Washington, D.C. 20549










Date of Report (Date of earliest event reported): May 18, 2022



P3 Health Partners Inc.

(Exact name of registrant as specified in its charter)



Delaware   001-40033   85-2992794
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)


  2370 Corporate Circle, Suite 300  
  Henderson, NV 89074
  (Address of principal executive offices) (Zip Code)

(702) 910-3950

(Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


Securities registered pursuant to Section 12(b) of the Act:


  Trading   Name of each exchange
Title of each class   Symbol(s)   on which registered
Class A Common Stock, par value $0.0001 per share   PIII   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50.   PIIIW   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On May 18, 2022, P3 Health Partners Inc. (the “Company”) received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (the “2022 First Quarter Form 10-Q”) with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1).


The notification letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. The Notice provides that the Company has 60 calendar days from the date of the Notice, or July 18, 2022, to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the 2021 Form 10-K, or September 27, 2022, to regain compliance. The Company continues to work diligently to complete the 2021 Form 10-K and the First Quarter Form 10-Q and expects to file these periodic reports prior to July 18, 2022, which would eliminate the need for the Company to submit to Nasdaq a formal plan to regain compliance.


Item 7.01. Regulation FD Disclosure.


A press release, dated May 24, 2022, disclosing the Company’s receipt of the Notice referenced above is attached hereto as Exhibit 99.1.


The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.



Exhibit No.  Description
99.1  Press Release of P3 Health Partners Inc., dated May 24, 2022.
104  Cover Page Interactive File, formatted in Inline XBRL.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


      P3 Health Partners Inc.
Date: May 24, 2022 By: /s/ Jessica Puathasnanon

Jessica Puathasnanon

Chief Legal Officer