pacs-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q/A

Amendment No. 1

_________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______.

Commission file number 001-42011

_________________________

PACS Group, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware		92-3144268
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	262 N. University Ave. Farmington, Utah 84025
	(Address of Principal Executive Offices and Zip Code)

(801) 447-9829

Registrant's telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

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, par value $0.001 per share	PACS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	o

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

As of May 10, 2024, there were 152,399,733 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

EXPLANATORY NOTE

PACS Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which was originally filed with the Securities and Exchange Commission on May 13, 2024 (the “Form 10-Q”), to correct an administrative error in the number of shares of common stock outstanding as of May 10, 2024 shown on the cover of the Form 10-Q. The correct number of shares of common stock outstanding as of May 10, 2024 was 152,399,733. No other changes have been made to the Form 10-Q.

This Amendment speaks as of the original filing date of the Form 10‑Q, and does not reflect events that may have occurred after the filing of the Form 10‑Q or modify or update the disclosures made in the Form 10-Q.

Part II-—Other Information

Item 6. Exhibits

EXHIBIT INDEX

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Date

Filed/

Furnished

Herewith

3.1

Amended and Restated Certificate of Incorporation of PACS Group, Inc.

8-K

001-42011

3.1

4/15/2024

3.2

Amended and Restated Bylaws of PACS Group, Inc.

8-K

001-42011

3.2

4/15/2024

4.1

Form of Certificate of Common Stock

S‑1/A

333-277893

4.1

4/8/2024

10.1

Form of Indemnification Agreement between PACS Group, Inc. and its directors and officers

S-1

333-277893

10.2

3/13/2024

10.2

Registration Rights Agreement by and between PACS Group, Inc. and certain securityholders of PACS Group, Inc., dated as of April 10, 2024

8-K

001-42011

10.1

4/15/2024

10.3

Stockholders Agreement by and between PACS Group, Inc. and certain securityholders of PACS Group, Inc., dated as of April 10, 2024

8-K

001-42011

10.2

4/15/2024

10.4#

PACS Group, Inc. Non-Employee Director Compensation Program

S-1/A

333-277893

10.3

4/1/2024

10.5#

PACS Group, Inc. 2024 Incentive Award Plan

S‑8

333-277893

99.1

4/11/2024

10.6#

Form of Stock Option Agreement under PACS Group, Inc. 2024 Incentive Award Plan

S‑8

333-277893

99.2

4/11/2024

10.7#

Form of Restricted Stock Unit Agreement under PACS Group, Inc. 2024 Incentive Award Plan

S‑8

333-277893

99.3

4/11/2024

10.8#

Form of Restricted Stock Unit Award Agreement (Executive IPO Awards) under PACS Group, Inc. 2024 Incentive Award Plan

S‑8

333-277893

99.4

4/11/2024

10.9#

PACS Group, Inc. 2024 Employee Stock Purchase Plan

S‑8

333-277893

99.5

4/11/2024

10.10#

Providence Administrative Consulting Services, Inc. Nonqualified Deferred Compensation Plan

10-Q

001-42011

10.10

5/13/2024

10.11#

PACS Group, Inc. Executive Severance Plan

10-Q

001-42011

10.11

5/13/2024

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1

Section 1350 Certification of Chief Executive Officer

10-Q

001-42011

32.1

5/13/2024

32.2

Section 1350 Certification of Chief Financial Officer

10-Q

001-42011

32.2

5/13/2024

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________________

* Filed herewith.

# Indicates management contract or compensatory plan.

SIGNATURES

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


	PACS GROUP, INC.

Date: May 21, 2024	By:	/s/ Jason Murray
		Jason Murray
		Director, Chairman and Chief Executive Officer
		(Principal Executive Officer)


Date: May 21, 2024	By:	/s/ Derick Apt
		Derick Apt
		Chief Financial Officer
		(Principal Financial Officer)

SEC Form 10-Q/A filed by PACS Group Inc. (Amendment)