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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
August 7, 2026
Park Dental Partners,
Inc.
(Exact Name of Registrant as Specified in its
Charter)
| Minnesota | |
001-42967 | |
93-2020683 |
| (State or Other Jurisdiction of | |
(Commission | |
(IRS Employer |
| Incorporation) | |
File Number) | |
Identification No.) |
2200 County Road C West, Suite 2210
Roseville, Minnesota 55113
(Address of Principal Executive Offices) (Zip
Code)
(651)
633-0500
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(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, par value $0.0001 per share |
PARK |
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth
company x
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 1.01. Entry into a Material Definitive Agreement.
On August 7, 2026, Park Dental Partners, Inc.
(the “Company”) entered into a Transaction Agreement (the “Transaction Agreement”) with Ryan & Associates
LLP, a North Carolina limited liability partnership (the “Dental Services Organization”), Ryan, James, Wiles, Patel, and Olsen,
D.D.S., PLLC, a North Carolina professional limited liability company (the “Seller”), Ryan, James, Wiles, Patel &
Olsen LLP, a North Carolina limited liability partnership doing business as Village Family Dental (“Old VFD”), Ryan, James &
Associates LLP, a North Carolina limited liability partnership (“Clinical Sub”), and Anuj James, D.D.S., Jordan Olsen, D.D.S.,
Mit Patel, D.D.S., Bradley Ryan, D.D.S., and Grant Wiles, D.D.S. (collectively, the “Beneficial Owners”).
Pursuant to the Transaction Agreement, the Company
has agreed to acquire the dental services organization supporting Village Family Dental and to affiliate with the Village Family Dental
professional practices through the management-services structure contemplated by the Transaction Agreement (the “Proposed Transaction”).
At the closing of the Proposed Transaction (the “Closing”), the Company will acquire, directly or indirectly, all of the economic,
voting and governance interests in the Dental Services Organization, not including any non-economic professional interests required by
applicable law. The Dental Services Organization will provide management and administrative support to the Village Family Dental professional
practices. Old VFD and Clinical Sub will remain separate professional entities and will continue, to the extent applicable, to provide clinical dental
services through licensed dentists. Neither the Company nor the Dental Services Organization will direct, control or supervise clinical, professional or
patient-care decisions, which will remain the responsibility of licensed dentists exercising their professional judgment.
The Proposed Transaction includes (i) the
Company’s purchase from the Seller and Mit B. Patel, D.D.S. of the portion of the equity interests in the Dental Services Organization
designated as the “Purchased DSO Equity” for cash consideration and potential earnout consideration and (ii) the Seller’s
contribution to the Company of the portion of the equity interests in the Dental Services Organization designated as the “Rollover
DSO Equity” in exchange for restricted shares of the Company’s common stock. Together, the Purchased DSO Equity and the Rollover
DSO Equity are intended to constitute all of the economic, voting and governance interests in the Dental Services Organization, subject
to any non-economic professional interests required by applicable law.
The Transaction Agreement provides for base consideration
of $39.1 million, including 474,535 restricted shares of the Company’s common stock, valued at $9.2 million, to be issued in connection
with the rollover. The remaining base consideration is payable in cash, subject to customary adjustments for working capital, cash, indebtedness,
transaction costs and escrows. The Seller may also become entitled to receive up to $4.6 million of contingent consideration based on
EBITDA performance over two measurement periods and up to $2.3 million of employment-contingent consideration over five annual periods.
Accordingly, the potential aggregate consideration has a range of $39.1 million to up to $46.0 million.
The Proposed Transaction is expected to close
in 2026, subject to satisfaction or waiver of customary closing conditions and the other conditions specified in the Transaction Agreement,
including receipt of required approvals and consents and completion of specified pre-closing steps. The Transaction Agreement may be terminated
if, among other circumstances, the Transactions have not been consummated within 120 days after August 7, 2026, subject to specified
limitations. There can be no assurance that the closing conditions will be satisfied or that the Proposed Transaction will be completed
on the anticipated timetable or at all.
The Transaction Agreement contains customary representations
and warranties, covenants, closing conditions, termination rights and indemnification provisions. The foregoing description of the Transaction
Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the
full text of the Transaction Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The Transaction Agreement has been included to
provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company
or the other parties to the Transaction Agreement. The representations, warranties and covenants contained in the Transaction Agreement
were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Transaction
Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures exchanged among
the parties in connection with the execution of the Transaction Agreement; and may be subject to standards of materiality that differ
from those applicable to investors. Investors should not rely on the representations and warranties or any descriptions thereof as characterizations
of the actual state of facts or condition of the Company or any other party to the Transaction Agreement.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 regarding
the issuance of the Closing Buyer Shares is incorporated herein by reference. At the Closing, the Company will issue 474,535 shares of
its common stock to the Seller in exchange for the Rollover DSO Equity. The Company intends to rely on the exemption from registration
provided by Section 4(a)(2) of the Securities Act and Regulation D.
Item 7.01. Regulation FD Disclosure.
On August 10, 2026, the Company issued a
press release announcing its entry into the Transaction Agreement and the Proposed Transaction with Village Family Dental. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item
7.01.
The information in this Item 7.01, including Exhibit 99.1,
is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
Description |
| 2.1 |
Transaction Agreement, dated as of August 7, 2026, by and among Park Dental Partners, Inc., Ryan & Associates LLP, Ryan, James, Wiles, Patel, and Olsen, D.D.S., PLLC, Ryan, James, Wiles, Patel & Olsen LLP, Ryan, James & Associates LLP and the beneficial owners named therein.*† |
| 99.1 |
Press Release issued by Park Dental Partners, Inc., dated August 10, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules and exhibits to this agreement have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit
to the Securities and Exchange Commission upon request.
† Certain information in this exhibit has been omitted pursuant
to Item 601(b)(2)(ii) of Regulation S-K because the omitted information: (i) is not material; and
(ii) is the type of information the registrant customarily and actually treats as private or confidential.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| Date: August 10, 2026 |
PARK DENTAL PARTNERS, INC. |
| |
|
| |
By: |
/s/ Christopher J. Bernander |
| |
Name: Christopher J. Bernander |
| |
Title: Chief Financial Officer |
Exhibit 99.1
Park Dental Partners, Inc. Announces Agreement to Acquire Village
Family Dental Services Organization - Enters North Carolina Market
The transaction is expected to add 12 practice locations and
48 doctors in North Carolina.
MINNEAPOLIS, August 10, 2026 (GLOBE NEWSWIRE) -- Park Dental Partners,
Inc. (NASDAQ: PARK). (the “Company”), a leading dental resource organization, today announced that it has entered into a definitive
agreement to acquire Village Family Dental DSO. The Village Family Dental DSO is currently affiliated with Village Family Dental practices,
a multi-specialty dental group based in Fayetteville, North Carolina. Upon completion, the transaction would mark Park Dental Partners'
expansion into its fourth state and further strengthen its growing presence among premier national dental group practices.
Strategic Rationale
The transaction reflects a strong cultural alignment and a shared focus
on long-term patient outcomes. It’s expected to:
| · | Bring a talented group of doctors and team members into the Park Dental Partners’ organization |
| | | |
| · | Expand Park Dental Partner’s presence into its fourth state - North Carolina |
| | | |
| · | Strengthen the Company’s presence in a growing market with favorable demographic trends and long-term demand for dental services |
| | | |
| · | Establish a strong regional platform for future organic and acquisition growth opportunities |
| | | |
| · | Support the Company’s mission of improving lives by expanding access to high-quality dental care for more patients and communities |
“We are honored that Village Family Dental will join Park Dental
Partners,” said Pete Swenson, Chief Executive Officer of Park Dental Partners. "We have known and respected the Village Family
Dental leadership team for many years and have always admired the exceptional organization they have built. The Village Family Dental
team shares our commitment to clinical excellence, patient-centered care, professional clinical decision-making, and long-term stewardship
of the practice. Their multi-specialty model, deep roots in their communities, and focus on serving the complete oral health needs of
patients align with our mission and the values of our affiliated practices."
Swenson added, "Our model is designed to make it easy for successful
doctor-led groups to preserve their identity, culture, and clinical decision-making while gaining the resources, scale, and support needed
to continue growing and thriving for generations. We are excited to welcome the Village Family Dental doctors and team members and to
support their continued success."
"We believe joining Park Dental provides us with the opportunity
to accelerate the next chapter of growth for Village Family Dental while remaining true to who we are," said Dr. Anuj James, Managing
Partner of Village Family Dental. "It is clear that Park Dental Partners shares our belief that doctors should continue leading clinical
decisions and preserving the culture that has made their practices successful. We appreciate Park Dental Partners’ typical approach
to maintain local leadership, continue investing in people and patients, and provide broader resources to support our long-term growth."
"Village Family Dental has built an extraordinary organization
centered on quality care, strong leadership, and a commitment to the communities they serve," said Dr. Chris Steele, Chief Clinical
Officer, General Practices for Park Dental Partners. "From the start, the alignment between our organizations was evident. Both groups
believe that the best patient outcomes occur when talented doctors are empowered to exercise their professional judgment, supported by
strong operational resources and a shared commitment to continuous improvement.”
Other Information
Following completion of the transaction, the Village Family Dental
DSO will operate as a subsidiary of Park Dental Partners and will provide management and administrative support to the Village Family
Dental practices pursuant to the existing management services arrangements. Park Dental Partners expects to work closely with the Village
Family Dental DSO team to support integration activities, practice support, and continued growth. Post closing, the Company does not anticipate
any immediate changes to operations. Village Family Dental practices are expected to continue operating under the Village Family Dental
name, with support from the acquired dental services organization.
As is the Company’s practice, financial guidance will not be
updated until the transaction closes. At this time, the Company is not disclosing information about expected revenue or Adjusted EBITDA
on an annualized basis or on an impact to fiscal 2026.
Additional information regarding the transaction will be provided in
filings with the Securities and Exchange Commission, including the Form 8-K filed today.
Advisors
Park Dental Partners was advised by Taft Stettinius & Hollister
LLP, Winthrop & Weinstine, PA, and McGuireWoods, LLP. Village Family Dental was advised by Brooks, Pierce, McLendon, Humphrey &
Leonard, LLP; Holland & Knight LLP; pH Partners and Logan Growth Advisors.
About Village Family Dental
Founded in 1985, Village Family Dental has grown into one of North
Carolina's leading multi-specialty DSO’s supporting practice locations throughout eastern North Carolina, including Fayetteville,
Hope Mills, Eastover, St. Pauls, Raeford, and Laurinburg. The DSO supports 26 general dentists and 22 specialists and is led by five owner-doctors:
Anuj James, D.D.S., Mit Patel, D.D.S., Grant Wiles, D.D.S., Bradley Ryan, D.D.S., and Jordan Olsen, D.D.S.
About Park Dental Partners, Inc.
Park Dental Partners, Inc., and its subsidiaries (NASDAQ: PARK) is
a dental resource organization that has put patients first since the establishment of its general dentistry group in 1972. The Company
provides comprehensive business support services, including clinical team members, administrative personnel, facilities, and equipment,
to its affiliated general and multi-specialty dental practices. The Company has 222 affiliated doctors across 87 practice locations in
three states. The Company’s clinical support team consists of approximately 990 hygienists, dental assistants, and patient care
coordinators that support affiliated doctors in operating their practices. The mission of the Company’s affiliated dental practices
since inception has been to ensure patients enjoy the benefits of a lifetime of good oral health. This mission continues to be the driving
force behind our organization today.
Park Dental Partners is based in Roseville, Minnesota. For more information,
please visit parkdentalpartners.com.
Forward Looking Statements
Certain
statements in this press release are “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, with respect to the Company’s financial condition, results of operations, plans, objectives, future performance and business.
Forward-looking statements include those preceded by, followed by or that
include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,”
“plans,” “may,” “will,” or similar expressions. These forward-looking
statements involve risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking
statements because of, among other things, potential risks and uncertainties, such as:
| · | Regulatory and compliance risk, including state dental corporate practice of dentistry and fee-splitting
restrictions, HIPAA and other privacy/cybersecurity obligations, and evolving healthcare and labor regulations; |
| | | |
| · | Reimbursement risk, including risks related to payer mix, reimbursement rates, audit/recoupment activity, enrollment and collections
timing, and dependence on significant third-party payors; |
| | | |
| · | Our ability to identify, acquire, integrate and effectively support affiliated practices and to execute de novo expansion, and the
risk of undiscovered liabilities in acquisitions; |
| | | |
| · | Dependence on affiliated dental practices and their clinical performance; our ability to attract, hire and retain dentists, specialists
and hygienists; and risks related to ownership transitions of affiliated entities; |
| | | |
| · | Competition for patients and clinicians in our markets and the impact on patient volumes and staffing; |
| | | |
| · | Risks related to the proposed transaction, including the risk that required North Carolina dental regulatory clearance may not be
obtained or may be obtained subject to conditions and the risk that other closing conditions may not be satisfied or waived; |
| | | |
| · | Macroeconomic conditions, inflation and interest rates, and our geographic concentration, particularly in the Minnesota area. |
A
forward-looking statement is neither a prediction nor a guarantee
of future events or circumstances, and those future events or circumstances may not occur. We are under no obligation, and we expressly
disclaim any obligation, to update or alter any forward-looking statements,
whether because of new information, future events or otherwise.
Investor Contact:
Park Dental Partners Investor Relations Team
763-233-3377
ir@parkdentalpartners.com
Media Contact:
Park Dental Partners Media Relations Team
651-633-0500
marketing@parkdentalpartners.com
