P3 Health Partners sets up $70M 19.5% preferred deal
Rhea-AI Filing Summary
P3 Health Partners Inc. (PIII) entered into a Securities Purchase Agreement with affiliates of Chicago Pacific Founders to issue in multiple tranches up to $70 million of units consisting of Series D-1 19.5% Cumulative Preferred Stock and warrants for Class A common stock. The non-convertible Series D-1 preferred shares carry a $100 stated value, a 19.5% cumulative dividend, and rank senior to all classes of common stock for dividends and liquidation, while being redeemable by the company at $100 per share plus unpaid dividends. The accompanying warrants are exercisable for a number of common shares equal to 0.66333% of outstanding Class A and Class V stock per $1 million funded, at an exercise price equal to the Nasdaq Minimum Price on the issuance date and a seven-year term. P3 also agreed to register the resale of warrant shares and amended a letter agreement giving CPF board designation, information rights, protective provisions, and extending a 49.99% ownership standstill through December 31, 2027, with all related-party terms approved by a special committee of independent directors.
Positive
- Up to $70 million in new preferred equity financing provides additional capital through multiple tranches.
- Extension of the CPF 49.99% ownership standstill to December 31, 2027 limits further concentration of common equity control.
- Resale registration rights for warrant shares may enhance future liquidity for investors receiving the warrants.
Negative
- The Series D-1 Preferred Stock carries a high 19.5% cumulative dividend rate, creating a significant senior cash obligation ahead of common shareholders.
- Warrants tied to each $1 million funded at 0.66333% of outstanding stock introduce potential dilution to existing common shareholders over the seven-year term.
- The financing involves affiliates of CPF as related parties, which can add governance complexity despite special committee approval.
Insights
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8-K Event Classification
4 items: 1.01, 3.02, 5.03, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Maximum unit financing: $70 million
Series D-1 dividend rate: 19.5% cumulative
Series D-1 stated value: $100 per share
+5 more
8 metrics
Maximum unit financing
$70 million
Aggregate amount of Units P3 Health Partners may issue under the Securities Purchase Agreement
Series D-1 dividend rate
19.5% cumulative
Stated cumulative dividend rate on Series D-1 Preferred Stock
Series D-1 stated value
$100 per share
Stated value and redemption price base for Series D-1 Preferred Stock
Warrant coverage per funding
0.66333% of outstanding shares per $1,000,000
Percentage of outstanding Class A and Class V common stock covered by warrants for each $1 million funded
Warrant term
7 years
Duration from date of issuance during which the warrants are exercisable
Ownership threshold for CPF rights
40%
Minimum common stock ownership for CPF to retain board designation and information rights
Standstill cap
49.99% of common stock
Maximum issued and outstanding common stock that CPF parties may own under the extended standstill
Standstill extension date
December 31, 2027
New end date for CPF ownership standstill, extended from January 1, 2027
Key Terms
19.5% Cumulative Preferred Stock, Nasdaq Minimum Price, Registration Rights Agreement, standstill restriction, +1 more
5 terms
19.5% Cumulative Preferred Stock financial
"Series D-1 19.5% Cumulative Preferred Stock (the “Series D-1 Preferred Stock”)"
Nasdaq Minimum Price financial
"with an exercise price equal to the Nasdaq Minimum Price on the date"
A Nasdaq minimum price is the lowest share price a company must maintain to meet listing rules on the Nasdaq stock market, similar to a height requirement that determines whether someone can stay on a ride. If a stock falls below that threshold for a sustained period, the company can be warned or removed from the exchange, which can reduce investor liquidity, increase trading costs and signal potential financial trouble.
Registration Rights Agreement regulatory
"entered into a Registration Rights Agreement pursuant to which the Company agreed"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
standstill restriction financial
"the CPF Parties agreed to extend the standstill restriction that limits the ownership"
accredited investor regulatory
"The acquirors represented that each is an “accredited investor” as defined in Rule 501(a)"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing did P3 Health Partners (PIII) announce in this 8-K?
P3 Health Partners agreed to issue up to $70 million of units to affiliates of Chicago Pacific Founders, consisting of Series D-1 19.5% Cumulative Preferred Stock and warrants for Class A common stock, sold in multiple tranches under a Securities Purchase Agreement.
What are the key terms of PIII’s Series D-1 19.5% Cumulative Preferred Stock?
The Series D-1 Preferred Stock has a 19.5% cumulative dividend, a $100 stated value, is non-convertible, non-voting, not registered or listed, ranks senior to all common stock, and may be redeemed by the company at $100 per share plus accumulated and unpaid dividends.
How are the PIII warrants issued under the Purchase Agreement structured?
Each $1,000,000 of funding includes warrants exercisable for common stock equal to 0.66333% of P3’s outstanding Class A and Class V shares, with an exercise price equal to the Nasdaq Minimum Price on the warrant issuance date and a seven-year term.
What registration rights did P3 Health Partners grant for the new warrants?
P3 entered into a Registration Rights Agreement to file a registration statement covering the resale of the common shares issuable on exercise of the warrants, subject to any required Nasdaq stockholder approval, allowing holders to potentially sell those shares in registered transactions.
How does this deal affect Chicago Pacific Founders’ governance rights at PIII?
For as long as CPF parties own 40% of P3’s outstanding common stock, CPF may designate one additional independent director and receives information rights and protective provisions, while a 49.99% ownership standstill is extended to December 31, 2027.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 4, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
(702 ) 910-3950
(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 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 | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 ¨
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
Item 3.02 Unregistered Sales of Equity Securities
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On 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.
The 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.
The 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.
In 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.
In 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.
Because 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.
The 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 3.1 | Form of Certificate of Designation of Series D-1 Cumulative Preferred Stock | |||||||
| 10.1 | Series D-1 Purchase Agreement, dated September 8, 2026, by and between P3 Health Partners, Inc. and the Purchasers named therein | |||||||
| 10.2 | Form of Registration Rights Agreement by and between P3 Health Partners, Inc. and the Purchasers named therein | |||||||
| 10.3 | Form of Warrant | |||||||
| 10.4 | Fourth Amended and Restated Letter Agreement, dated September 8, 2026, by and among P3 Health Partners Inc., Chicago Pacific Founders GP, L.P., Chicago Pacific Founders GP III, L.P., and Chicago Pacific Founders GP IV, L.P. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| P3 Health Partners Inc. | |||||||||||
| Date: | September 11, 2026 | By: | /s/ Leif Pedersen | ||||||||
| Leif Pedersen | |||||||||||
| Chief Financial Officer | |||||||||||