{"url_path":"/sec/piii/8-k/2026-09-11/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1832511/0001832511-26-000036-index.html","accession_number":"0001832511-26-000036","cik":"0001832511","ticker":"PIII","issuer_name":"P3 Health Partners Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1832511/0001832511-26-000036-index.html","primary_entity_key":"0001832511","primary_entity_name":"P3 Health Partners Inc."},"word_count":789,"has_tables":true,"body_markdown":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year\n\nOn September 8, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with affiliates of CPF pursuant to which the Company agreed to issue up to $70 million of units (the “Units”) in multiple tranches. The Units consist of shares of the Company’s Series D-1 19.5% Cumulative Preferred Stock (the “Series D-1 Preferred Stock”), and (ii) warrants to purchase Class A Common Stock (the “Common Stock”), exercisable for a number of shares of Common Stock equal to 0.66333% of the outstanding Class A and Class V Common Stock of the Company per $1,000,000 of amount funded, with an exercise price equal to the Nasdaq Minimum Price on the date of issuance of the applicable warrant and a term of seven (7) years from the date of issuance. The Series D-1 Preferred Stock has terms that are identical to the other series of preferred stock, other than the dividend rate.\n\nThe Series D-1 Preferred Stock is not convertible, does not have voting or preemptive rights, is not registered or listed, has a stated value of $100 per share, is on parity with other outstanding preferred stock, and ranks, with respect to rights to payment of dividends and distribution of assets in connection with the Company’s liquidation, dissolution or winding up, senior to all classes or series of the Company’s Common Stock and other equity securities issued by the Company. The Company may redeem the Series D-1 Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $100 per share, plus any accumulated and unpaid dividends.\n\nThe Company issued the securities described herein in reliance on exemptions from securities registration requirements, including the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended. The preferred stock issued in connection with the transactions described above is not convertible, does not have voting or preemptive rights, and is not registered or listed. The acquirors represented that each is an “accredited investor” as defined in Rule 501(a) of Regulation D and that the securities are being acquired for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof. Neither the Company nor any person acting on its behalf engaged in any form of general solicitation or general advertising in connection with the issuance of securities described above.\n\nIn connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement pursuant to which the Company agreed to file a registration statement with the Commission covering the resale of the shares of Common Stock issuable on exercise of the Warrants, subject to any approval of stockholders required by Nasdaq.\n\nIn connection with the Purchase Agreement, the Company entered into a fourth amended and restated letter agreement (the “Fourth Amended and Restated Letter Agreement”) with Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III”), and Chicago Pacific Founders GP IV, L.P., a Delaware limited partnership (“CPF GP IV”) (on behalf of the funds of which CPF GP I is the general partner, certain funds of which CPF GP III is the general partner, certain funds of which CPF GP IV is the general partner and/or certain of their affiliated entities and funds (collectively, the “CPF Parties”)). Pursuant to the Fourth Amended and Restated Letter Agreement, (i) for as long as the CPF Parties own 40% of the Company’s outstanding common stock, CPF will be entitled to designate one additional independent member of the Company’s board of directors, who must be independent and satisfy all applicable requirements regarding service as a director of the Company under applicable law and SEC and stock exchange rules, (ii) for as long as the CPF Parties own 40% of the Company’s outstanding common stock, CPF will be entitled to certain information rights and protective provisions, and (iii) the CPF Parties agreed to extend the standstill restriction that limits the ownership of the CPF Parties to 49.99% of the Company’s issued and outstanding shares of Common Stock from January 1, 2027 to December 31, 2027.\n\nBecause the CPF affiliates involved in the transactions described above may be deemed to be related parties, a special committee of independent members of the Company’s board negotiated, approved, and authorized the transactions described herein.\n\nThe foregoing descriptions of the Purchase Agreement, preferred stock terms, Registration Rights Agreement, and Fourth Amended and Restated Letter Agreement are only summaries and are qualified in their entirety by reference to the full text of each such document, which will be filed with the Commission."}