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    Apollo Medical Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

    2/26/24 6:04:01 AM ET
    $AMEH
    Professional Services
    Consumer Discretionary
    Get the next $AMEH alert in real time by email
    false --12-31 0001083446 0001083446 2024-02-26 2024-02-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, DC 20549

     

    FORM 8-K

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the

    Securities Exchange Act of 1934

     

    Date of report (Date of earliest event reported): February 26, 2024

     

    ASTRANA HEALTH, INC.

    (Exact Name of Registrant as Specified in its Charter)

     

    Delaware 001-37392 95-4472349
    (State or Other Jurisdiction (Commission (I.R.S. Employer
    of Incorporation) File Number) Identification No.)

     

    1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801

    (Address of Principal Executive Offices) (Zip Code)

     

    (626) 282-0288

    Registrant’s Telephone Number, Including Area Code

     

    Apollo Medical Holdings, Inc.

    (Former Name or Former Address, if Changed Since Last Report)

     

    Check the appropriate box below if the Form 8-K filing 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 (17 CFR 230.425)

     

    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

      

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

     

    Title of each class Trading Symbol(s) Name of each exchange on which registered
    Common Stock ASTH 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 ¨

     

    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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     

    As previously announced, on January 25, 2024, Astrana Health, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a change in corporate name from “Apollo Medical Holdings, Inc.” to “Astrana Health, Inc.” (the “Name Change”). The Name Change became effective as of 12:01 a.m. Eastern Time on February 26, 2024.

     

    In connection with the Name Change, effective February 26, 2024, the Company’s By-Laws were amended and restated to reflect the Name Change and incorporate all prior amendments to the By-Laws. No other changes were made to the By-Laws. A copy of the Amended and Restated By-Laws is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     

    In connection with the Name Change, the Company’s common stock began trading on The Nasdaq Stock Market LLC under the new ticker symbol “ASTH” on February 26, 2024.

     

    Item 9.01Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    3.1   Amended and Restated By-Laws (effective February 26, 2024).
    104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

     

     

     

     

    SIGNATURES

     

    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.

     

      ASTRANA HEALTH, INC.
       
    Date: February 26, 2024 By: /s/ Brandon Sim
      Name: Brandon Sim
      Title: Chief Executive Officer and President

     

     

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