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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):
November 6, 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 File Number) | |
(I.R.S. Employer Identification Number) |
| incorporation or organization) | |
| |
|
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 |
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
PARK |
The
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
On November 6, 2026, Park Dental Partners, Inc. completed its previously
announced acquisition of the dental services organization supporting Village Family Dental and affiliation with the Village Family Dental
professional practices. This Current Report on Form 8-K provides additional information regarding the completion and terms of the transaction,
as well as the related amendment to the Company's credit facility.
Item 1.01. Entry into a Material Definitive Agreement.
The information concerning the Transaction Agreement
Amendment set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Credit Agreement Amendment
On November 6, 2026, Park Dental Partners, Inc. (the
“Company”), together with PDG, P.A., Dental Specialists of Minnesota, PLLC, Orthodontic Specialists of Minnesota, PLLC,
The Facial Pain Center, PLLC, PDP MN, LLC, PDP AZ, LLC, and Ryan & Associates LLC, a North Carolina limited liability company
(collectively with the Company, the “Borrowers”), entered into a Third Amendment Agreement (the “Credit Agreement
Amendment”) with U.S. Bank National Association (the “Lender”) to amend that certain Amended and Restated Credit
Agreement, dated as of March 27, 2024 (as amended, the “Credit Agreement”). The Credit Agreement provides for (i) a
revolving line of credit in an original principal amount of up to $15.0 million and (ii) a term loan in an original principal amount
of $13.0 million.
The Credit Agreement Amendment was entered into in connection
with the Transaction described in Item 2.01 below. The principal changes made by the Credit Agreement Amendment are: (i) an increase
in the maximum revolving credit commitment from $15.0 million to $25.0 million; (ii) the addition of the Company's North Carolina
subsidiary as a co-borrower under the Credit Agreement; and (iii) the provision of certain additional collateral and security
arrangements and updates to certain definitions, covenants and other provisions of the Credit Agreement in connection with the
Transaction.
The foregoing description is qualified in its entirety by reference
to the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 6, 2026, Park Dental Partners, Inc. (the “Company”)
completed its previously announced acquisition of the dental services organization supporting Village Family Dental and affiliation with
the Village Family Dental professional practices pursuant to the Transaction Agreement, dated as of August 7, 2026, as amended by the
First Amendment to Transaction Agreement, dated as of November 6, 2026 (the “Transaction Agreement Amendment”) (as amended, the “Transaction
Agreement”), by and among the Company, 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”), PDG, P.A., a Minnesota professional corporation (“PDG”), 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”).
Before closing, the Dental Services Organization converted into Ryan & Associates LLC, a North Carolina limited liability company.
The transactions contemplated by the Transaction Agreement are referred to herein as the “Transaction.”
At the closing of the Transaction, the Company acquired, 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. The Management Services Agreement, dated as of November 5, 2026, between Ryan & Associates LLP,
as management services provider, and Old VFD, as professional entity, provides for administrative and business support services, a fifteen-year
initial term, annual renewals and quarterly services fees. Through its acquisition of the Dental Services Organization, the Company acquired
the business operated under that agreement and indirectly benefits from its contractual rights. The foregoing description of the Management
Services Agreement is qualified in its entirety by reference to the Management Services Agreement, a copy of which is filed as Exhibit
10.2 hereto and incorporated herein by reference. Old VFD remains a separate professional entity providing clinical dental services through
licensed dentists. Under the amended closing structure, the Dental Services Organization sold its clinical assets to PDG, which leases
those assets to Old VFD. 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 Transaction included (i) the Company’s purchase 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 474,535 restricted shares of the
Company’s common stock. Together, the Purchased DSO Equity and the Rollover DSO Equity 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 provided for base consideration of approximately
$39.1 million, including the 474,535 restricted shares of the Company’s common stock issued in connection with the rollover, which
were valued at approximately $9.2 million for purposes of the Transaction Agreement. The remaining base consideration was payable in cash,
subject to customary adjustments for working capital, cash, indebtedness, transaction costs and escrows. In addition to the base consideration, the Company also agreed to reimburse the seller parties for Transaction Costs, not to exceed $823,000.
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 ranges from approximately $39.1 million to up to approximately
$46.0 million.
The foregoing description of the Transaction Agreement, the
Transaction Agreement Amendment and the Transaction does not purport to be complete and is qualified in its entirety by reference to
the full text of the Transaction Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 10, 2026 and is incorporated herein by reference, and the Transaction
Agreement Amendment, a copy of which is filed as Exhibit 2.2 hereto and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information contained
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 2.01 of this Current Report on Form
8-K is incorporated herein by reference. On November 6, 2026, in connection with the closing of the Transaction, the Company issued 474,535
restricted shares of its common stock to the Seller in exchange for the Rollover DSO Equity. The shares were issued in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder,
as a transaction by an issuer not involving a public offering.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on November 9, 2026 announcing the
completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and 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, 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.
(a) Financial Statements of Businesses Acquired.
The financial statements of the acquired business required by Item
9.01(a) of Form 8-K are not included in this Current Report on Form 8-K. The Company will file the required financial statements by amendment
to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required
to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form
8-K is not included in this Current Report on Form 8-K. The Company will file the required pro forma financial information by amendment
to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required
to be filed.
(d) Exhibits
| Exhibit No. |
Exhibit |
| 2.2† |
First Amendment to Transaction Agreement, dated as of November 6, 2026, by and among Park Dental Partners, Inc. and the other parties thereto. |
| 10.1* |
Third Amendment Agreement to Amended and Restated Credit Agreement, dated as of November 6, 2026, by and among Park Dental Partners, Inc., the other borrowers party thereto, and U.S. Bank National Association. |
| 10.2* |
Management Services Agreement, dated as of November 5, 2026, by and among Ryan & Associates LLP, Ryan, James, Wiles, Patel & Olsen LLP, and the other parties thereto. |
| 99.1 |
Press Release issued by Park Dental Partners, Inc., dated November 9, 2026. |
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
† Certain information has been omitted from this exhibit pursuant
to Item 601(b)(2)(ii) of Regulation S-K because it is not material and is customarily and actually treated by the Company as private or
confidential. Omissions are indicated by [***].
* Certain information has been omitted from
these exhibits pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is customarily and actually treated
by the Company as private or confidential. Omissions are indicated by [***].
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: November 9, 2026 |
PARK DENTAL PARTNERS, INC. |
| |
|
| |
By: |
/s/ Christopher J. Bernander |
| |
Name: |
Christopher J. Bernander |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Park Dental Partners Completes Acquisition of Village Family Dental
Support Services Organization, Expands into North Carolina
MINNEAPOLIS, Nov. 9, 2026 -- Park Dental Partners, Inc. (NASDAQ: PARK)
(the “Company”), a leading dental resource organization, announced that it completed its acquisition of the Village Family
Dental DSO, on Friday, November 6, 2026. The transaction, which was initially disclosed on August 10, 2026, expanded Park Dental Partners'
footprint into North Carolina, its fourth state, and added support for 12 practice locations and 47 doctors.
The acquired DSO provides management and administrative support services
to Village Family Dental, one of eastern North Carolina's leading general and multi-specialty dental groups. Village Family Dental practices
will continue operating under their existing brands with local leadership remaining in place.
"This is an exciting milestone for both organizations," said
Pete Swenson, Chief Executive Officer of Park Dental Partners. "Village Family Dental has built an outstanding reputation for clinical
excellence and patient-centered care. We are pleased to welcome their doctors and team members to the Park Dental Partners family and
look forward to supporting their continued growth and success."
“We are more excited than ever for the future of our dental group,
our team and our patients,” said Dr. Mit Patel, Managing Partner of Village Family Dental. “Park Dental Partners felt like
the best steward for our future because they honor what matters most: doctor-led decision-making, clinical autonomy and a culture built
around exceptional, patient-centered care. Their collaborative environment ensures our team can continue to grow while staying true to
the values that define our practice. With Park Dental Partners, we gain a partner who shares our mission, supports our people and will
continue to focus on the quality of the care our patients receive for generations to come.”
“What stands out most about Village Family Dental is the strength
of its doctors, teams and culture,” said Dr. Chris Steele, Chief Clinical Officer, General Practices, of Park Dental Partners. “They
have built an impressive organization with a longstanding commitment to quality care and sustained growth. We're excited to welcome our
new colleagues in North Carolina and create opportunities to learn from one another while continuing to support exceptional patient experiences."
"Village Family Dental has earned an outstanding reputation by
providing comprehensive care across multiple specialties while remaining deeply connected to the communities they serve,” said Dr.
Alan Law, Chief Clinical Officer, Specialty Practices, of Park Dental Partners. “We look forward to collaborating with their doctors
and specialists, sharing best practices, and helping advance clinical excellence across our growing network of practices."
With the closing of the transaction, Park Dental Partners now supports
affiliated practices in Minnesota, North Carolina, Arizona and Wisconsin. The Company expects to work closely with Village Family Dental
leadership to invest in patient care, the professional development of doctors and team members, and long-term growth opportunities throughout
North Carolina.
As previously scheduled, the Company will release earnings on Thursday,
November 12, 2026, after the market closes, with an earnings call set for November 13. More information about the financial impact of
this transaction, including its impact on 2026 guidance, will be shared at that time.
Conference Call Details
| · | Time: 8:30 a.m. Eastern Time (7:30 a.m. Central Time) |
| · | Webcast: Link to Webcast Registration |
| · | Conference Call: Link to Conference Call Registration |
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 25 general dentists and 22 specialists providing dental services
at 12 practice locations under the names: Village Family Dental (https://www.vfdental.com/), Village Kids Dentistry (https://www.villagekidsdental.com/),
Village Orthodontics (https://www.myvillageortho.com/), Southeastern Dental Specialists (http://sedentalspecialists.com/)
and Firehouse Kids Dentistry (https://firehousekidsdentistry.com/).
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 270 affiliated doctors across 100 practice locations in
four states. 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 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 payers; |
| · | 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
