13.

Mezzanine and Shareholders’ Equity

All the historical NMM share and per share information has been adjusted to reflect the exchange ratio from the Merger (Note 3).

APC

As the redemption feature (see Note 2) of the shares is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as noncontrolling interests in mezzanine or temporary equity.

2017 Share Issuances and Repurchases

During 2017, APC received cash in the aggregate amount of $176,100 from the exercise of stock options to purchase 1,056,600 shares of APC common stock at $0.17 per share. In accordance with relevant accounting guidance, the amounts collected are reflected as a long-term liability for unissued equity shares as of December 31, 2017 based on the terms of the forfeiture feature of the option, as noted above.

During 2017, APC sold an aggregate of 266,000 shares of common stock at $1.00 per share for aggregate proceeds of $266,000.

During 2017, an aggregate of 1,466,000 shares of APC common stock were repurchased for $1,466,000 at a price of$1.00 per share. An aggregate of 345,300 shares of APC common stock were repurchased for $57,550 at $0.17 per share. Such share repurchases reduced the number of shares issued and outstanding as they were subsequently retired.

2016 Share Issuances and Repurchases

During 2016, APC sold an aggregate of 3,145,000 shares of common stock at $1.00 per share for aggregate proceeds of $3,145,000.

During 2016, APC sold 83,700 shares of common stock at a price of $0.50 per share to a board member for cash proceeds of $41,850. The share price was determined to be below the estimated fair market value of APC’s common stock on the measurement date; therefore, resulted in additional share-based compensation expense of $21,762 recorded in 2016.

During 2016, an option was exercised for the purchase of 250,000 shares of APC common stock at $0.50 per share for gross proceeds of $125,000.

During 2016, an option was exercised for the purchase of 60,000 shares of APC common stock at $0.17 per share for gross proceeds of $10,000.

During 2016, APC issued an aggregate of 1,500,000 shares of common stock to former shareholders of Pacific Independent Physician Association, a Medical Group, Inc. (“PIPA”) for no consideration; therefore, resulted in additional share-based compensation expense of $380,000 recorded in 2016.

During 2016, an aggregate of 410,000 shares of APC common stock were repurchased at $1.00 per share for $410,000. Such share repurchases reduced the number of shares issued and outstanding as they were subsequently retired.

During 2016, $525,000 of cash was received related to an APC stock subscription receivable at December 31, 2015.

Shareholders’ Equity

Preferred Stock – Series A

On October 14, 2015, ApolloMed entered into an agreement with NMM pursuant to which ApolloMed sold to NMM, and NMM purchased from ApolloMed, in a private offering of securities, 1,111,111 units, each unit consisting of one share of ApolloMed’s Preferred Stock (the “Series A”) and a common stock warrant (a “Series A Warrant”) to purchase one share of ApolloMed’s common stock at an exercise price of $9.00 per share. NMM paid ApolloMed an aggregate $10,000,000 for the units, the proceeds of which were used by ApolloMed primarily to repay certain outstanding indebtedness owed by ApolloMed to NNA and the balance for working capital.

As required by ASC 805-10-25-10, NMM, who was the accounting acquirer, remeasured its previously held interest in ApolloMed’s (the accounting acquiree) Series A at its acquisition-date fair value of $12,745,000 and was added to the consideration transferred in the exchange. As part of the Merger between NMM and ApolloMed (see Note 3), the fair value of $12,745,000 of such shares of Series A were included in purchase price consideration. The valuation methodology was based on an Option Pricing Method ("OPM") which utilized the observable publicly traded common stock price in valuing the Series A preferred stock within the context of the capital structure of the Company. OPM assumptions included an expected term of 2 years, volatility rate of 37.9%, and a risk-free rate of 1.8%.

At December 31, 2016, NMM’s investment in ApolloMed Series A Preferred Stock is included in Investment in other entities – cost method and at December 31, 2017 this investment is eliminated in consolidation due to the merger between ApolloMed and NMM (see Note 3).

Preferred Stock – Series B

On March 30, 2016, ApolloMed entered into an agreement with NMM pursuant to which ApolloMed sold to NMM, and NMM purchased from ApolloMed, in a private offering of securities, 555,555 units, each unit consisting of one share of ApolloMed’s Series B Preferred Stock (“Series B”) and a common stock warrant (a “Series B Warrant”) to purchase one share of ApolloMed’s common stock at an exercise price of $10.00 per share. NMM paid ApolloMed an aggregate $4,999,995 for the units.

As required by ASC 805-10-25-10, NMM, who was the accounting acquirer, remeasured its previously held interest in ApolloMed’s (the acquiree) Series B at its acquisition-date fair value of $6,373,000, and was added to the consideration transferred in the exchange. As part of the Merger between NMM and ApolloMed (see Note 3), the fair value of $6,373,000 of such shares of Series B were included in purchase price consideration. The valuation methodology was based on an OPM which utilized the observable publicly traded common stock price in valuing the Series B preferred stock within the context of the capital structure of the Company. OPM assumptions included an expected term of 2 years, volatility rate of 37.9%, and a risk-free rate of 1.8%.

The Series B Warrant may be exercised at any time after issuance and through March 30, 2021, for $10.00 per share, subject to adjustment in the event of stock dividends and stock splits. As part of the Merger between NMM and ApolloMed (see Note 3), such warrants were distributed to former NMM shareholders on a pro-rata basis utilizing the percentage of shares of NMM held by each shareholder prior to the Merger date.

At December 31, 2016, NMM’s investment in ApolloMed Series B Preferred Stock is included in Investment in other entities – cost method and at December 31, 2017 this investment is eliminated in consolidation due to the merger between ApolloMed and NMM (see Note 3).

NMM recorded a gain of $8,568,018 to reflect the fair values of the Series A and Series B prior to the Merger date, which is included in gain from investments in the accompanying consolidated statement of income for the year ended December 31, 2017.

2017 Share Issuances and Repurchases

Prior to the Merger date, NMM received cash in the aggregate amount of $248,925 from the exercise of stock options to purchase 102,199 shares of NMM common stock at $2.44 per share. In accordance with relevant accounting guidance, the amounts collected through December 7, 2017 were reflected as a long-term liability for unissued equity shares as of December 7, 2017 based on the terms of the forfeiture feature of the option, as noted above. In connection with the merger, the amount included in long-term liability of $1,237,650 for unissued equity shares were reclassified to equity to reflect the issuance of 508,133 shares of NMM common stock, which also resulted in the acceleration of the unvested portion of stock options in the amount of $828,184 which was recorded as share-based compensation expense in the consolidated statements of income.

Prior to the Merger date, an option (non-exclusivity) was exercised for the purchase of 102,641 shares of NMM common stock at $1.46 per share for gross proceeds of $150,000.

Prior to the Merger date, NMM sold an aggregate of 129,651 shares of common stock at $14.61 per share for aggregate proceeds of $1,894,736.

Prior to the Merger date, an aggregate of 109,123 shares of NMM common stock were repurchased for $1,594,736 at a price of $14.61 per share. An aggregate of 23,628 shares of NMM common stock were repurchased for $57,550 at a price of $2.44 per share. Such share repurchases reduced the number of shares issued and outstanding as they were subsequently retired.

On December 8, 2017, ApolloMed completed its business combination with NMM following the satisfaction or waiver of the conditions set forth in the Merger Agreement, pursuant to which Merger Subsidiary merged with and into NMM, with NMM surviving as a wholly owned subsidiary of ApolloMed (see Note 3).

In connection with the Merger and as of the effective time of the Merger (the “Effective Time”):

⋅

each issued and outstanding share of NMM common stock was converted into the right to receive such number of shares of common stock of ApolloMed that results in the former NMM shareholders who did not dissent from the Merger (“former NMM Shareholders”) having a right to receive an aggregate of 30,397,489 shares of common stock of ApolloMed, subject to the 10% holdback pursuant to the Merger Agreement;

⋅

ApolloMed issued to former NMM Shareholders each former NMM Shareholder’s pro rata portion of (i) warrants to purchase an aggregate of 850,000 shares of common stock of ApolloMed, exercisable at $11.00 per share, and (ii) warrants to purchase an aggregate of 900,000 shares of common stock of ApolloMed, exercisable at $10.00 per share; and

⋅

ApolloMed held back an aggregate of 3,039,749 shares of common stock issuable to former NMM Shareholders, representing 10% of the total number of shares of ApolloMed common stock issuable to former NMM Shareholders, to secure indemnification rights of AMEH and its affiliates under the Merger Agreement (the “Holdback Shares”). The Holdback Shares will be issued to former NMM Shareholders 50% on the first and 50% on the second anniversary of the closing of the Merger.

The shares of common stock issuable to former NMM shareholders in the exchange were 25,675,630 (net of 10% holdback and Treasury Shares) (see Note 3). The 10% holdback shares will be released to all the former NMM shareholders based on their respective pro rata ownership interest in NMM at the Effective Time without regard to whether the former NMM shareholders are providing any services to the Company at the time of this distribution. This holdback accommodation was made as indemnification protection to the accounting acquiree (ApolloMed), and as such, is not considered compensatory. At the time when these holdback shares are to be issued to the former NMM shareholders, the Company will record the stock issuance with a reduction to additional paid-in capital to properly reflect the shares outstanding.

As of the date of this Annual Report on Form 10-K, the 25,675,630 shares, which is both net of 3,039,749 holdback shares and 1,682,110 Treasury Shares of ApolloMed common stock and 1,750,000 warrants to purchase common stock issuable to former NMM shareholders in connection with the Merger are subject to ApolloMed receiving from those former NMM shareholders a properly completed letter of transmittal (and related exhibits) before such former NMM shareholders may receive their pro rata portion of ApolloMed common stock and warrants. Pending such receipt, such former NMM shareholders have the right to receive, without interest, their pro rata share of dividends or distributions with a record date after the effectiveness of the Merger. The consolidated financial statements has treated the 25,675,630 common shares as outstanding, given the receipt of the letter of transmittal is considered perfunctory and the Company is legally obligated to issue these shares on the Effective Date of the Merger.

Upon consummation of the Merger, the Company issued 520,081 shares its common stock with a fair value of $5,376,215 from the conversion of the Alliance Note and accrued interest.

2016 Share Issuances and Repurchases

During 2016, 7,356 shares of NMM common stock were repurchased at $14.61 per share for $107,500. Such share repurchase reduced the number of shares issued and outstanding as they were subsequently retired.

During 2016, NMM issued 513,205 shares of common stock as consideration for the acquisition of APCN-ACO. The fair value of the stock was determined to be $5.99 per share for total valuation of the consideration of $3,075,000 (see Note 3).

During 2016, NMM issued 273,710 shares of common stock (which includes 109,483 issued to APC) as consideration for the acquisition of AP-ACO. The fair value of the stock was determined to be $7.60 per share for total valuation of the consideration of $2,080,000 (see Note 3).

During 2016, NMM sold 400,298 shares of common stock at $14.61 per share for aggregate proceeds of $5,850,000.

During 2016, NMM sold 5,727 shares of common stock at $7.31 per share for aggregate proceeds of $41,850.

During 2016, an option was exercised for the purchase of 17,107 shares of NMM common stock at $7.31 per share for gross proceeds of $125,000.

Equity Incentive Plans

In connection with the Merger (see Note 3), the Company assumed ApolloMed’s 2010 Equity Incentive Plan (the “2010 Plan”) pursuant to which 500,000 shares of the Company’s common stock were reserved for issuance thereunder. The 2010 Plan provides for awards including incentive stock options, non-qualified options, restricted common stock, and stock appreciation rights. As of December 31, 2017, there were no shares available for grant.

In connection with the Merger (see Note 3), the Company assumed ApolloMed’s 2013 Equity Incentive Plan (the “2013 Plan”), pursuant to which 500,000 shares of the Company’s common stock were reserved for issuance thereunder. The Company received approval of the 2013 Plan from the Company’s stockholders on May 19, 2013. The Company issues new shares to satisfy stock option and warrant exercises under the 2013 Plan. As of December 31, 2017, there were no shares available for future grants under the 2013 Plan.

In connection with the Merger (see Note 3), the Company assumed ApolloMed’s 2015 Equity Incentive Plan (the “2015 Plan”), pursuant to which 1,500,000 shares of the Company’s common stock were reserved for issuance thereunder. In addition, shares that are subject to outstanding grants under the Company’s 2010 Plan and 2013 Plan but that ordinarily would have been restored to such plans reserve due to award forfeitures and terminations will roll into and become available for awards under the 2015 Plan. The 2015 Plan provides for awards, including incentive stock options, non-qualified options, restricted common stock, and stock appreciation rights. The 2015 Plan was approved by ApolloMed’s stockholders at ApolloMed’s 2016 annual meeting of stockholders that was held on September 14, 2016. As of December 31, 2017, there were approximately 1,019,000 shares available for future grants under the 2015 Plan.

The activity of stock options under the 2010, 2013 and 2015 Plans are as follows:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value

Options outstanding at January 1, 2017		-	$	-		-	$	-
Options assumed in the Merger (see Note 3)		1,141,040		3.95		5.85		5.81
Options granted		-		-		-		-
Options exercised		-		-		-		-
Options forfeited		-		-		-		-

Options outstanding at December 31, 2017		1,141,040	$	3.95		5.79	$	19.81

Options exercisable at December 31, 2017		1,141,040	$	3.95		5.79	$	19.81

Stock Options Issued Under Primary Care Physician Agreements

On October 1, 2014, NMM and APC entered into an Exclusivity Amendment Agreement as part of the Primary Care Physician Agreement to issue stock options to purchase shares of NMM and APC common stock.

The medical providers agreed to exclusivity to APC for health enrollees in consideration per provider of an exclusivity incentive in the amount of $25,000 (or $15,000 if already a preferred provider). The stock options were granted from the date of agreement through May 1, 2015 and are treated as issuances to non-employees. The exercise price of the stock options was $2.44 (for NMM) and $0.17 (for APC) per share and providers were able to exercise anytime between August 1, 2015 and October 1, 2019, as long as the providers continue to provide services pursuant to the terms of the agreement through October 1, 2019. If the agreement is terminated by the provider with or without cause, the exclusivity incentive and any capitation payment above standard rates made in accordance with the terms of the agreement shall be fully repaid to APC by the terminating medical provider. In addition, any unexercised share options held by the terminating medical provider will be forfeited on effective date of termination, and any share options that have been exercised will be bought back by NMM and APC at the original purchase price.

As of December 31, 2017 and 2016, a total of 7,110,150 and 6,053,550, respectively, APC stock options were exercised for the purchase of shares of common stock that resulted in aggregate proceeds received by APC of $1,185,025 and $1,008,925, respectively, which in accordance with relevant accounting guidance are reflected as long-term liability for unissued equity shares as of December 31, 2017 and 2016 based on the features noted above.

The stock options under the Exclusivity Amendment Agreement were accounted for at fair value, as determined using the Black-Scholes option pricing model and the following assumptions:

Year ended December 31,	2017			2016

Expected term		0.93 - 1.75 years			2.75 years
Expected volatility		38.10% - 41.60	%		53.01	%
Risk-free interest rate		1.64% - 1.86	%		1.47	%
Market value of common stock		$0.52 - $0.76			$0.52 - $0.76
Annual dividend yield		2.23% - 3.53	%		2.51% - 3.53	%
Forfeiture rate		0% - 6.8	%		8	%

The Company’s stock option activity for options grants under the Exclusivity Amendment Agreement for NMM is summarized below:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value

Options outstanding at January 1, 2016		139,016	$	2.44		3.75	$	473,363
Options granted		-		-		-		-
Options exercised		-		-		-		-
Options forfeited		-		-		-		-

Options outstanding at December 31, 2016		139,016	$	2.44		2.75	$	717,155

Options exercisable at December 31, 2016		139,016	$	2.44		2.75	$	717,155

Options outstanding at January 1, 2017		139,016	$	2.44		2.75	$	717,155
Options granted
Options exercised		(102,199)		2.44		-		527,223
Options forfeited		(36,817)		2.44		-		-

Options outstanding at December 31, 2017		-	$	-		-	$	-

Options exercisable at December 31, 2017		-	$	-		-	$	-

The Company’s stock option activity for options grants under the Exclusivity Amendment Agreement for APC is summarized below:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value

Options outstanding at January 1, 2016		1,910,400	$	0.167		3.75	$	960,931
Options granted		-		-		-		-
Options exercised		-		-		-		-
Options forfeited		-		-		-		-

Options outstanding at December 31, 2016		1,910,400	$	0.167		2.75	$	1,138,598

Options exercisable at December 31, 2016		1,910,400	$	0.167		2.75	$	1,138,598

Options outstanding at January 1, 2017		1,910,400	$	0.167		2.75	$	1,138,598
Options granted		-		-		-		-
Options exercised		(1,056,600)		0.167		-		629,734
Options forfeited		-		-		-		-

Options outstanding at December 31, 2017		853,800	$	0.167		1.75	$	508,864

Options exercisable at December 31, 2017		853,800	$	0.167		1.75	$	508,864

The aggregate intrinsic value is calculated as the difference between the exercise price and the estimated fair value of NMM and APC’s common stock as of December 31, 2017 and 2016.

Share-based compensation expense related to common stock option awards granted in connection with the Exclusivity Amendment Agreement recognized over their respective vesting periods is as follows:

Year ended December 31,	2017		2016

Contracted physicians and other services	$	2,113,116	$	1,512,740

The remaining unrecognized share based compensation expense of stock option awards granted in connection with the Exclusivity Amendment Agreements as of December 31, 2016 was $1,508,471 and $2,580,359 for NMM and APC, respectively, which is expected to be recognized over the remaining term of 2.75 years.

The remaining unrecognized share based compensation expense of stock option awards granted in connection with the Exclusivity Amendment Agreements as of December 31, 2017 was $0 and $1,416,674 for NMM and APC, respectively, which is expected to be recognized over the remaining term of 1.75 years.

Warrants

Common stock warrants issued to NMM in connection with the Series A Preferred Stock investment in ApolloMed may be exercised at any time after issuance and through October 14, 2020, for $9.00 per share, subject to adjustment in the event of stock dividends and stock splits. As part of the Merger between NMM and ApolloMed (see Note 3), such warrants were distributed to former NMM shareholders on a pro-rata basis utilizing the percentage of shares of NMM held by each shareholder prior to the merger date.

Common stock warrants issued to NMM in connection with the Series B Preferred Stock investment in ApolloMed may be exercised at any time after issuance and through March 30, 2021, for $10.00 per share, subject to adjustment in the event of stock dividends and stock splits. As part of the Merger between NMM and ApolloMed (see Note 3), such warrants were distributed to former NMM shareholders on a pro-rata basis utilizing the percentage of shares of NMM held by each shareholder prior to the Merger date.

Warrants consisted of the following:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value

Warrants outstanding at January 1, 2017
Warrants assumed in the Merger		1,898,541	$	9.06		2.69	$	14.94
Warrants granted		1,750,000		10.49		5.00		13.51
Warrants exercised		-		-		-		-
Warrants forfeited		-		-		-		-

Warrants outstanding at December 31, 2017		3,648,541	$	9.75		3.74	$	14.25

	Weighted-Average Per Share Intrinsic Value		Number of Warrants

Outstanding at December 31, 2016	$	-		-
Warrants assumed in the Merger		0.94		1,898,541
Granted		-		1,750,000
Exercised		-		-
Cancelled		-		-

Outstanding at December 31, 2017	$	14.25		3,648,541

								Weighted
				Weighted				Average
				Average				Exercise Price
Exercise Price Per		Warrants		Remaining		Warrants		Per
Share		Outstanding		Contractual Life		Exercisable		Share

$	4.00 - 4.50		116,875		0.24		116,875	$	4.41
	9.00 – 10.00		2,681,666		3.51		2,681,666		9.58
	11.00		850,000		4.94		850,000		11.00

$	4.50 –10.00		3,648,541		3.74		3,648,541	$	9.75

Dividends, Reduction of Capital and Distributions

During the years ended December 31, 2017 and 2016, NMM paid dividends of $0 and $20,000,000, respectively. During the year ended December 31, 2017, NMM declared dividends of $18,000,000, which is classified as restricted cash (see Note 3).

During the year ended December 31, 2017 and 2016, APC paid dividends of $8,750,000 and $5,750,000, respectively, of which $4,500,000 of the $5,750,000 was accrued at December 31, 2015. The $8,750,000 and 1,250,000 dividends that were declared in 2017 and 2016, respectively were recorded as a reduction of capital as a result of having an accumulated deficit at the time of the issuance.

During the years ended December 31, 2017 and 2016, CDSC paid distributions of $1,680,063 and $909,429, respectively. In addition, CDSC had net capital change of $110,000 during the year ended December 31, 2016, which resulted in an increase in APC’s ownership in CDSC from 41.6% to 43.43% as of December 31, 2016.

Treasury Stock

APC owned 1,682,110 common shares of ApolloMed and NMM as of December 31, 2017 and 2016, respectively, which is excluded from common shares outstanding in the consolidated balance sheets as these represent Treasury Shares.