P3 Health Partners Inc. (Nasdaq: PIII), a patient- centered and physician-led population health management company (the “Company”), today announced that it has entered into definitive agreements to sell securities in a private placement with certain institutional investors. The lead institutional investors in the private placement are affiliates of Chicago Pacific Founders (“CPF”). The transaction is expected to result in gross proceeds of approximately $42.2 million, including approximately $20.0 million of gross proceeds from purchases by affiliates of CPF, before deducting placement agent fees and offering expenses.
The Company plans to use the net proceeds from the financing for working capital and other general corporate purposes.
Pursuant to the terms of the securities purchase agreements, the Company will issue approximately 67.4 million units at a price of approximately $0.6270 per unit, the “Minimum Price” as defined in the rules of the Nasdaq Stock Market LLC. Each unit consists of one share of Class A common stock and a warrant to purchase one share of Class A common stock at an exercise price of $0.5020. Certain institutional investors have elected to receive pre-funded warrants to purchase Class A common stock in lieu of a portion of their Class A common stock. The closing of the private placement is subject to certain conditions and is expected to occur on or about May 24, 2024.
William Blair & Company, L.L.C. acted as sole placement agent in connection with the financing.
The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. The securities being issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the foregoing securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.