SEC Form PRE 14A filed by P3 Health Partners Inc.

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Preliminary Proxy Statement

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No fee required

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(1)

the approval of amendments to our amended and restated certificate of incorporation (our “Certificate of Incorporation”) to effect a reverse stock split of our Class A common stock, $0.0001 par value per share, and Class V common stock, $0.0001 par value per share (collectively, the “common stock”) at a ratio ranging from any whole number between 1-for-10 and 1-for-60, as determined by our Board in its discretion, subject to the Board’s authority to abandon such amendments (“Proposal 1” or the “Reverse Stock Split proposal”); and

(2)

the approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1 (“Proposal 2”).

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by Internet: You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card.

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by Telephone: You can vote by telephone by calling 1-800-690-6903 toll-free and following the instructions on the proxy card.

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by Mail: You can vote by mail by marking, signing and dating your proxy card, and promptly returning it in the postage-paid envelope we have provided or returning it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, so that it is received no later than March 30, 2025.

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FOR the approval of amendments to our Certificate of Incorporation to effect a Reverse Stock Split of our common stock at a ratio ranging from any whole number between 1-for-10 and 1-for-60, as determined by our Board in its discretion; and

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FOR the approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1.

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irrelevant to the business of the Special Meeting;

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related to material non-public information of the Company, including the status or results of our business since our most recent public disclosure;

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related to any pending, threatened or ongoing litigation;

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related to personal grievances;

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derogatory references to individuals or that are otherwise in bad taste;

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substantially repetitious of questions already submitted by another stockholder;

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in excess of the two question limit;

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in furtherance of the stockholder’s personal or business interests; or

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out of order or not otherwise suitable for the conduct of the Special Meeting as determined by the Chairperson or Secretary in their reasonable judgment.

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the Board believes that implementing the Reverse Stock Split could be an effective means of regaining compliance with the minimum bid price requirement for continued listing of our Class A common stock and our public common stock warrants on The Nasdaq Capital Market, as discussed further below;

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the Board believes that continued listing on The Nasdaq Capital Market provides overall credibility to an investment in our stock, given the stringent listing and disclosure requirements of The Nasdaq Capital Market. Notably, some trading firms discourage investors from investing in lower priced stocks that are traded in the over-the-counter market because they are not held to the same stringent standards; and

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the Board believes that a higher stock price, which may be achieved through a Reverse Stock Split, could help facilitate the Company’s ability to raise new equity capital either through private fund-raising transactions or by accessing the equity capital markets, generally stimulate investor interest in the Company and help attract, retain, and motivate employees.

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our ability to maintain the listing of our common stock on The Nasdaq Capital Market;

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the historical trading price and trading volume of our Class A common stock;

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the number of shares of our common stock outstanding immediately before and after the Reverse Stock Split;

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the dilutive impact of any potential exercise of the Company’s outstanding warrants to purchase Class A common stock and the related impact on the trading price of our Class A common stock;

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the then-prevailing trading price and trading volume of our Class A common stock and the anticipated impact of the Reverse Stock Split on the trading price and trading volume of our Class A common stock;

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the anticipated impact of a particular ratio on the number of holders of our common stock; and

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prevailing general market conditions.

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the market price per share of our Class A common stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of our Class A common stock outstanding before the Reverse Stock Split;

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the Reverse Stock Split will facilitate the Company’s access to the equity capital markets;

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the Reverse Stock Split will result in a per share price that will increase the level of investment in our Class A common stock by institutional investors or increase analyst and broker interest in our Company;

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the Reverse Stock Split will result in a per share price that will increase our ability to attract, retain and motivate employees and other service providers; or

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the market price per share of our Class A common stock will either exceed or remain in excess of the $1.00 minimum bid price as required by Nasdaq, or that we will otherwise meet the requirements of Nasdaq for continued listing on The Nasdaq Capital Market.

(1)

Consists of Class A shares reserved for issuance under outstanding Common Warrants.

(2)

Consists of Class A shares reserved for issuance under outstanding Pre-Funded Warrants.

(3)

Consists of Class A shares reserved for issuance pursuant to outstanding stock options and restricted stock units.

(4)

Consists of Class A shares reserved for future issuance under the Plans, excluding shares issuable under outstanding stock options and restricted stock units.

(5)

Consists of Class A shares authorized but unissued and unreserved for future issuance.

(6)

Consists of Class V shares authorized but unissued and unreserved for future issuance. Shares of Class V common stock will be issued in the future only to the extent necessary to maintain a one-to-one ratio between the number of P3 LLC Units held by the members of P3 LLC and the number of shares of Class V common stock issued and outstanding.

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an individual who is a citizen or resident of the United States;

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a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust that (i) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

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stockholders who beneficially owned more than 5% of the outstanding shares of our Class A common stock or Class V common stock;

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each of our named executive officers and directors; and

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all directors and executive officers as a group.

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Less than 1%.

(1)

Class V common stock entitles the holder thereof to one vote per share.

(2)

Represents the percentage of voting power of the holders of Class A common stock and Class V common stock of the Company voting together as a single class.

(3)

Includes 216,560 shares of Class A common stock and 371,069 shares of Class A common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of January 31, 2025 held directly by Mr. Thierer. Also includes 426,014 shares of Class A common stock held by AssetBlue Ventures, LLC, an entity controlled by Mark Thierer and Nasrin Thierer.

(4)

Includes (i) 1,608,225 shares of Class A common stock held directly by Dr. Abdou, (ii) 7,831,318 shares of Class V common stock held by the NA 2021 GRAT, a grantor retained annuity trust of which Dr. Abdou and his spouse serve as trustees, (iii) 3,034,279 shares of Class V common stock held by the NA 2021 Trust, a trust for the benefit of Dr. Abdou and his children, of which Dr. Abdou and his spouse serve as trustees, (iv) 1,397,293 shares of Class V common stock held by the NA Charitable Trust, a charitable remainder trust of which Dr. Abdou, his spouse and his children serve as trustees, (v) 7,831,318 shares of Class V common stock held by the SA 2021 GRAT, a grantor retained annuity trust of which Dr. Abdou and his spouse serve as trustees, (vi) 3,034,279 shares of Class V common stock held by the SA 2021 Trust, a trust for the benefit of Dr. Abdou and his children, of which Dr. Abdou and his spouse serve as trustees, (vii) 1,397,293 shares of Class V common stock held by the SA Charitable Trust, a charitable remainder trust of which Dr. Abdou, his spouse and his children serve as trustees, and (viii) 3,437,182 shares of Class V common stock held by the Abdou Family Trust, a revocable trust of which Dr. Abdou and his spouse serve as trustees, and of which Dr. Abdou and his spouse are beneficiaries. Includes an aggregate of 2,430,024 shares of Class V common stock and the associated P3 LLC Units being held in escrow in connection with the Class D Dispute.

(5)

Includes (i) 2,005,193 shares of Class A common stock, (ii) 753,895 shares of Class A common stock issuable upon the exercise of warrants to purchase shares of Class A common stock, and (iii) 14,913,583 shares of Class V common stock held by Dr. Bacchus, (iv) 251,298 shares of Class A common stock held by Charlee Co LLC, an entity for which Dr. Bacchus serves as managing member, (v) 188,474 shares of Class A common stock issuable upon the exercise of warrants to purchase shares of Class A common stock held by Charlee Co LLC, and (vi) 3,728,394 shares of Class V common stock held by Charlee Co LLC. Includes 1,620,017 shares of Class V common stock and the associated P3 LLC Units being held in escrow until the resolution of the Class D Dispute.

(6)

Includes 108,280 shares of Class A common stock and 85,535 shares of Class A common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of January 31, 2025. Also includes 859,648 shares of Class A common stock held by G&K Investment Holdings LLC, an entity controlled by Greg Wasson.

(7)

Includes 108,280 shares of Class A common stock and 85,535 shares of Class A common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of January 31, 2025.

(8)

Includes 108,280 shares of Class A common stock and 85,535 shares of Class A common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of January 31, 2025.

(9)

Includes (i) 108,280 shares of Class A common stock, (ii) 85,535 shares of Class A common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of January 31, 2025, (iii) 706,595 shares of Class V common stock held by Mr. Kazarian, of which 102,785 shares of Class V common stock and the associated P3 LLC Units are being held in escrow in connection with the Class D Dispute, and (iv) 471,064 shares of Class V common stock held by the Kazarian 2020 Irrevocable Trust, for which Mr. Kazarian serves as Trustee.

(10)

Includes (i) 108,280 shares of Class A common stock, (ii) 85,535 shares of Class A common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of January 31, 2025, and (iii) 1,177,659 shares of Class V common stock, of which 102,785 shares of Class V common stock and the associated P3 LLC Units are being held in escrow in connection with the Class D Dispute.

(11)

Includes (i) 108,280 shares of Class A common stock and (ii) 85,535 shares of Class A common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of January 31, 2025.

(12)

Includes 206,368 shares of Class A common stock held by Mr. Kavthekar. Mr. Kavthekar resigned as Chief Financial Officer of the Company effective October 1, 2024.

(13)

Includes 884,279 shares of Class A common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of January 31, 2025 and (ii) 4,255,611 shares of Class V common stock and the associated P3 LLC Units being held in escrow in connection with the Class D Dispute.

(14)

Based on the Schedule 13D/A filed with the SEC on January 31, 2025 by (i) Chicago Pacific Founders UGP, LLC (“Founders UGP”), (ii) Chicago Pacific Founders GP, L.P. (“Founders GP”), (iii) Chicago Pacific Founders Fund, L.P. (“Founders Fund LP”), (iv) Chicago Pacific Founders Fund-A, L.P. (“Fund-A”), (v) Chicago Pacific Founders Fund-B, L.P. (“Fund-B”), (vi) VBC Growth SPV, LLC (“VBC”), (vii) Chicago Pacific Founders UGP III, LLC (“Founders UGP-III”), (viii) Chicago Pacific Founders GP III, L.P., (ix) CPF III PT SPV, LLC (“SPV III”), (x) CPF III-A PT SPV, LLC (“SPV III-A”), (xi) VBC Growth SPV 3, LLC (“VBC 3”) and information known to the Company. Includes (i) 98,082,332 shares of Class A common stock held by Founders Fund LP, of which 89,183,984 shares are issuable upon redemption or exchange of P3 LLC Units and Class V common stock, 4,223,621 shares are shares of Class A common stock currently held, 3,813,578 shares are issuable upon exercise of the Common Warrants (as defined herein) and 861,149 shares are issuable upon exercise of the Pre-Funded Warrants (as defined herein), (ii)2,085,333 shares of Class A common stock held by Founders GP, all of which are issuable upon redemption or exchange of P3 LLC Units and Class V common stock, (iii) 3,387,493 shares of Class A common stock held by Fund-A, of which 3,205,926 shares are shares of Class A common stock currently held, 148,120 shares are issuable upon exercise of the Common Warrants and 33,447 shares are issuable upon exercise of the Pre-Funded Warrants, (iv) 6,431,080 shares of Class A common stock held by Fund-B, of which 6,042,090 shares are shares of Class A common stock currently held, 317,333 shares are issuable upon exercise of the Common Warrants and 71,657 shares are issuable upon exercise of the Pre-Funded Warrants, (v) 128,400,042 shares of Class A common stock held by SPV III, of which 43,336,854 shares are shares of Class A common stock currently held, 57,814,988 shares are issuable upon exercise of the Common Warrants and 27,2478,200 shares are issuable upon exercise of the Pre-Funded Warrants, (vi) 38,651,137 shares of Class A common stock held by SPV III-A, of which 12,895,750 shares are shares of Class A common stock currently held, 17,434,320 shares are issuable upon exercise of the Common Warrants and 8,321,067 shares are issuable upon exercise of the Pre-Funded Warrants, (vii) 640,000 shares of Class A common stock currently held by Founders UGP-III, (viii) 429,180 shares of Class A common stock issuable upon exercise of warrants held by VBC and (ix) 71,406,480 shares of Class A common stock issuable upon the exercise of Common Warrants held by VBC 3. Included in the number of shares of Class V common stock and Class A common stock are 8,224,897 shares of Class V common stock and 723,291 shares of Class A common stock, respectively, that are being held in escrow in connection with the Class D Dispute and the Cash Preference Dispute, as applicable, and will be voted in accordance with the proportional vote totals that a matter receives by all voting securities other than those being held in escrow. Each of Founders Fund LP, Founders GP, Fund-A, Fund-B, SPV III, SPV III-A, VBC and VBC 3 (collectively, the “CPF Holders”) may not exercise any portion of the Common Warrants or Pre-Funded Warrants which would result in the aggregate number of shares of Class A common stock and Class V common stock held by the CPF Holders and their affiliates to exceed 49.99% of the total number of issued and outstanding shares of Class A common stock and Class V common stock immediately after giving effect to the exercise. Founders UGP, is the general partner of Founders GP, which is the general partner of each of Founders Fund LP, Fund-A, Fund-B and VBC. Founders UGP-III is the general partner of Chicago Pacific Founders GP III, L.P., which is the manager of each of SPV-III, SPV III-A and VBC 3. Founders UGP and Founders UGP III are managed by Mary Tolan, Lawrence Leisure and Vance Vanier. None of Mary Tolan, Lawrence Leisure or Vance Vanier are deemed beneficial holders of any of the securities of the Company held by the CPF Holders. The business address for the reporting persons is 980 North Michigan Avenue, Suite 1998, Chicago, IL 60611

(15)

Based on the Schedule 13D filed by Hudson Vegas Investment SPV, LLC, Hudson Vegas Investment Manager, LLC and Daniel Straus with the SEC on December 17, 2021 and information known to the Company. Hudson Vegas Investment Manager, LLC and Daniel Straus each may be deemed to share voting and dispositive power over the shares of Class V common stock which are held by Hudson Vegas Investment SPV, LLC. Each of Hudson Vegas Investment Manager, LLC and Daniel Straus disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein. The principal business address of each of the reporting persons is 173 Bridge Plaza North, Fort Lee, NJ 07024.

(16)

Based on the Schedule 13D/A filed with the SEC on June 26, 2024 by Leavitt Equity Partners II, L.P. (“LEP II LP”), Leavitt Equity Partners II, LLC (“LEP II LLC”), Leavitt Equity Partners III, L.P. (“LEP III LP”), Leavitt Equity Partners III, LLC (“LEP III LLC”), LEP Management, LLC (“LEP Management”), Leavitt Legacy LLC (“Legacy”), and Taylor Leavitt (collectively, the “Leavitt Reporting Persons”). Includes (i) 894,454 shares of Class A common stock, (ii) 670,841 warrants to purchase shares of Class A common stock, and (iii) 7,505,383 shares of Class V common stock and the associated P3 LLC Units held of record by LEP II LP and (i) 16,919,024 shares of Class A common stock and (ii) 14,682,888 warrants to purchase shares of Class A common stock held of record by LEP III LLP. LEP II LLC is the general partner of LEP II LP, which is an investment limited partnership, and, as a result, may be deemed to beneficially own the securities held by LEP II LP. LEP III LLC is the general partner of LEP III LP, which is an investment limited partnership, and, as a result, may be deemed to beneficially own the securities held by LEP III LP. LEP Management is the investment advisor of LEP II LP and LEP III LP, and, as a result, may be deemed to beneficially own the securities held by LEP II LP and LEP III LP. Legacy is the manager of LEP II LLC and LEP III LLC, and, as a result, may be deemed to beneficially own the securities held by LEP II LP and LEP III LP. Mr. Leavitt is the sole owner of Legacy, and, as a result, may be deemed to beneficially own the securities held by LEP II LP and LEP III LP. Mr. Leavitt is the sole owner of Legacy. Includes 676,360 shares of Class V common stock and the associated P3 LLC Units being held in escrow in connection with the Class D Dispute. The business address of the Leavitt Reporting Persons is 299 South Main Street, Suite 2300, Salt Lake City, UT 84111.

(17)

Based on the Schedule 13G filed with the SEC on November 14, 2024 by Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh (collectively, the “Alyeska Reporting Persons”) and information known to the Company. Includes 10,183,674 shares of Class A common stock and 19,403,166 warrants to purchase shares of Class A common stock. The Alyeska Reporting Persons may not exercise any portion of the warrants which would result in the aggregate number of shares of Class A common stock held by the Alyeska Reporting Persons to exceed 9.9% of the total number of issued and outstanding shares of Class A common stock immediately after giving effect to the exercise. The business address of the Alyeska Reporting Persons is 77 West Wacker Drive, 7^th Floor, Chicago, IL 60601.

(a)

eight hundred million (800,000,000) shares of Class A common stock, with a par value of $0.0001 per share (the “Class A Common Stock”);

(b)

two hundred five million (205,000,000) shares of Class V common stock, with a par value of $0.0001 per share (the “Class V Common Stock” and together with the Class A Common Stock, “Common Stock”); and

(c)

ten million (10,000,000) shares of preferred stock, with a par value of $0.0001 per share (the “Preferred Stock”).