8-K

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

December 21, 2023

Date of Report (date of earliest event reported) 

AdaptHealth Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-38399	82-3677704
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

220 West Germantown Pike, Suite 250, Plymouth Meeting, PA 19462

(Address of principal executive offices and zip code)

(610) 424-4515

(Registrant’s telephone number, including area code)

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	AHCO	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 (§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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on October 26, 2023, AdaptHealth Corp. (the “Company” or “AdaptHealth”) entered into an amendment to the letter agreement with Richard Barasch dated June 26, 2023 and amended as of August 29, 2023 (as amended, the “Interim CEO Agreement”), pursuant to which Mr. Barasch agreed to continue to serve as the Interim Chief Executive Officer of the Company until December 31, 2023 or such earlier date as determined by the Board of Directors of the Company (the “Board”). Mr. Barasch has agreed to continue to serve as the Interim Chief Executive Officer of the Company until February 29, 2024 or such earlier date as determined by the Board (the “Transition Date”).

The Company entered into a further amendment to the Interim CEO Agreement on December 21, 2023 (the “Interim CEO Third Extension Letter”) that will govern the terms of Mr. Barasch’s continued employment as the Interim Chief Executive Officer of the Company through the Transition Date. Mr. Barasch will continue to be paid a base salary at a rate of $262,500 per month through the Transition Date and will also receive a grant of restricted stock units, effective January 1, 2024, covering a number of shares of the Company’s common stock with an aggregate grant value of $175,000 that vest on the Transition Date, subject to continued service through the Transition Date.

The foregoing description of the Interim CEO Second Extension Letter is qualified in its entirety by reference to the full text of the Interim CEO Third Extension Letter, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit  No.	Description
10.1	Third Amendment to Letter Agreement between AdaptHealth Corp. and Richard Barasch, dated December 21, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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.

Dated: December 27, 2023

AdaptHealth Corp.
By:	/s/ Jason Clemens
Name:	Jason Clemens
Title:	Chief Financial Officer

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EX-10.1

Exhibit 10.1

AdaptHealth Corp.

December 21, 2023

ELECTRONIC DELIVERY
Richard Barasch

Re: Third Extension of Transition Date

Dear Richard,

Reference is made to that certain letter agreement by and between you and AdaptHealth Corp. (the “Company”), dated as of June 26, 2023 (the “Letter Agreement”), as amended by certain letter agreements by and between you and the Company, dated as of August 29, 2023 and October 26, 2023. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Letter Agreement.

This letter is intended to confirm our mutual agreement with respect to your continued services as the Interim CEO from and after January 1, 2024. By signing below, the parties hereto acknowledge and agree that:

· From and after the date hereof, the term “Transition Date” as used in the Letter Agreement shall refer to February 29, 2024 or such earlier date as determined by the Board;

· 100% of the Second Extension RSUs will vest on December 31, 2023 subject to your continuous employment through such date;

· Following the expiration of the Interim Period (as the same may be extended by mutual agreement between you and the Company), there will be no Transition Period and you will cease to serve as an executive officer of the Company as of the close of business on Transition Date; and

· Promptly following the date hereof, you will be granted restricted stock units (the “Third Extension RSUs”) covering a number of shares of the Company’s common stock with a value on the date of grant of $175,000 (determined using the twenty (20)-trading day volume weighted average price as of the date immediately prior to the date of grant (consistent with the Company’s historic practices)) pursuant to the Equity Plan. The Third Extension RSUs will be subject to the terms and conditions of an award agreement in a form reasonably acceptable to the Company’s Compensation Committee and provided to you on or prior to the date of grant and will vest on the Transition Date subject to your continuous employment through such date.

This letter shall be construed as an amendment to the Letter Agreement and shall, from and after the date hereof, be a part of the Letter Agreement. Except as amended by this letter, the Letter Agreement remains in full force and effect in accordance with its terms.

Please execute a copy of this letter and return it to me at your earliest convenience to confirm that this letter accurately reflects our mutual agreement with respect to your continued services as the Interim CEO from and after January 1, 2024.

	Sincerely,
	AdaptHealth Corp.
	/s/ Jason Clemens
	Name:	Jason Clemens
	Title:	Chief Financial Officer
Acknowledged and agreed to by:
/s/ Richard Barasch
RICHARD BARASCH

XML

Cover	Dec. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 21, 2023
Entity File Number	001-38399
Entity Registrant Name	AdaptHealth Corp.
Entity Central Index Key	0001725255
Entity Tax Identification Number	82-3677704
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	220 West Germantown Pike
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Plymouth Meeting
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19462
City Area Code	610
Local Phone Number	424-4515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AHCO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false