Apollo Medical Holdings Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01 | Other Events. |
On December 26, 2023, Allied Physicians of California, a Professional Medical Corporation (“APC”), a consolidated affiliate of Apollo Medical Holdings, Inc. (the “Company”), completed a restructuring transaction to separate APC’s healthcare services business from its real estate management and development business. To effect the restructuring, APC contributed its real estate management and development business to a wholly-owned subsidiary in exchange for 100% of the subsidiary’s membership interest units (the “Membership Interests”), which Membership Interests were then distributed to holders of APC’s outstanding common stock as a dividend, with each such stockholder receiving one Membership Interest for each share of outstanding APC common stock held. Dr. Thomas Lam, the Company’s Co-Chief Executive Officer and President and a director, is the Chief Executive Officer and Chief Financial Officer and a director and stockholder of APC; Dr. Kenneth Sim, the Company’s Executive Chairman, is Chairman and a director and stockholder of APC; and Dr. Albert Young, the Company’s Chief Administrative Officer, is Senor Executive Vice President and a director and stockholder of APC.
In connection with the restructuring, APC amended certain provisions of the Certificate of Determination of Preferences of Series A Preferred Stock (the “Amended Certificate of Determination”) relating to dividend restrictions and liquidation rights. AP-AMH Medical Corporation, a designated shareholder professional corporation (“AP-AMH”), holds all of APC’s outstanding Series A Preferred Stock. AP-AMH is a consolidated affiliate of the Company, of which Dr. Lam is the sole stockholder. The foregoing description of the Amended Certificate of Determination does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Certificate of Determination, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amended Certificate of Determination of Preferences of Series A Preferred Stock of Allied Physicians of California, a Professional Medical Corporation. | |
| 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.
| APOLLO MEDICAL HOLDINGS, INC. | ||
| Date: January 2, 2024 | By: | /s/ Thomas S. Lam |
| Name: | Thomas S. Lam, M.D., M.P.H. | |
| Title: | Co-Chief Executive Officer and President | |