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

Date of Report (Date of earliest event reported): September 1, 2021

 

CareMax, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39391	85-0992224
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 NW 57 Court, Suite 400

Miami, FL 33126

(Address of principal executive offices, including zip code)

(786) 360-4768

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	CMAX	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	CMAXW	The Nasdaq Stock Market LLC

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 communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On and effective as of September 1, 2021, the board of directors (the “Board”) of CareMax, Inc. (the “Company”) appointed Dr. Vincent Omachonu to the Board. Dr. Omachonu will serve until the Company’s 2022 Annual Meeting of Stockholders and until his successor is duly elected or appointed or his earlier death or resignation.

The Board has determined that Dr. Omachonu is independent under the rules of The Nasdaq Stock Market LLC. Dr. Omachonu has not yet been appointed to any committees of the Board. As a director of the Company, Dr. Omachonu will receive compensation in the same manner as the Company’s other non-employee directors, described in the section entitled “Executive Compensation – Directors” in the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2021.

There are no arrangements or understandings between Dr. Omachonu and any other person pursuant to which he was appointed as a director of the Company. Other than as described in this Current Report on Form 8-K, since the beginning of the Company’s last fiscal year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which the Company was or is to be a participant and in which Dr. Omachonu had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.

Item 7.01 Regulation FD Disclosure.

On September 7, 2021, the Company issued a press release announcing the appointment of Dr. Omachonu to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “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 in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
		Exhibit Index
	Exhibit No.	Description
	99.1	Press Release from CareMax, Inc., dated September 7, 2021, entitled "CareMax, Inc. Appoints Dr. Vincent Omachonu to Board of Directors."
	104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURE

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.

Dated: September 7, 2021

CareMax, Inc.

By: /s/ Kevin Wirges________________________________

Name: Kevin Wirges

Title: Executive Vice President, Chief Financial Officer, and Treasurer

EX-99.1

EX-99.1

 

FOR IMMEDIATE RELEASE

CareMax, Inc. Appoints Dr. Vincent Omachonu to Board of Directors

MIAMI, FL - Sept. 7, 2021 – CareMax, Inc. (“CareMax”) (NASDAQ: CMAX; CMAXW), a leading technology-enabled provider of value-based care to seniors, today announced that Dr. Vincent Omachonu has been appointed as an independent member of the CareMax board of directors.

“We are very pleased to have Dr. Omachonu join our board of healthcare industry veterans,” said Carlos de Solo, CEO of CareMax. “Dr. Omachonu has extensive expertise in managed care and process improvement, and has helped to create replicable and measurable workflows in the industry, resulting in better patient experience and outcomes. We look forward to leveraging Dr. Omachonu’s expertise as we work to bring CareMax’s value-based model nationwide.”

Dr. Omachonu is a Professor and Chair of the Department of Industrial Engineering at the University of Miami and President of Vintex International, Inc., a Miami-based training and consulting company. He is the author of five books that are widely used in the healthcare industry and the field of Quality Improvement. Dr. Omachonu’s work was instrumental in the early adoption of the TQM methodology by hospitals in the United States, Central and South America, as well as the Caribbean.

Dr. Omachonu received his Ph.D. in Industrial Engineering from the New York University Tandon School of Engineering. He has two master’s degrees one in Operations Research from Columbia University, New York, and the other in Industrial Engineering from the University of Miami, Florida. His B.S. degree is also in Industrial Engineering from the University of Miami. He is a Master Black Belt in Lean Six Sigma Quality Methodology, and a Registered Professional Engineer (P.E. License) in the State of Florida.

“CareMax’s value-based healthcare model has been proven to help patients improve their health, reduce the effects and incidence of chronic disease and live healthier lives,” said Dr. Omachonu. “I look forward to working with the leadership team to expand the CareMax footprint throughout the country.”

To learn more about CareMax, please visit www.caremax.com.

##

About CareMax

CareMax is a technology-enabled care platform providing value-based care and chronic disease management to seniors. CareMax operates 42 wholly owned medical centers serving 66,000 patients that offer a comprehensive suite of healthcare and social services, and a proprietary software and services platform that provides data, analytics, and rules-based decision tools/workflows for physicians across the United States. CareMax is listed on the Nasdaq Stock Market under the trading symbol “CMAX.” Learn more at www.caremax.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding our future growth and strategy. Words such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” or “will,” or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.



Important risks and uncertainties that could cause the Company’s actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, the impact of COVID-19 or any variant thereof on the Company’s business and results of operation; the availability of sites for medical facilities and the costs of opening such medical facilities; changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to the Company’s services; the Company’s ability to continue its growth, including in new markets; changes in laws and regulations applicable to the Company’s business, in particular with respect to Medicare Advantage and Medicaid; the Company’s ability to maintain its relationships with health plans and other key payers; any delay, modification or cancellation of government contracts; the Company’s future capital requirements and sources and uses of cash, including funds to satisfy its liquidity needs; the Company or any other party’s ability to fulfill contractual obligations; and the Company’s ability to recruit and retain qualified team members and independent physicians. For a detailed discussion of the risk factors that could affect the Company’s actual results, please refer to the risk factors identified in the Company’s reports filed with the SEC. All information provided in this press release is as of the date hereof, and the Company undertakes no duty to update or revise this information unless required by law, and forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release.

Contacts:CareMax, Inc.Media

Christine Bucan

(305) 542-8855

Christine@thinkbsg.com



Investor Relations

Ben Quirk

(415) 640-3715

ben.quirk@caremax.com



The Equity Group Inc.

Devin Sullivan

(212) 836-9608

dsullivan@equityny.com

XML

Cover	Sep. 01, 2021
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 01, 2021
Entity File Number	001-39391
Entity Registrant Name	CareMax, Inc.
Entity Central Index Key	0001813914
Entity Tax Identification Number	85-0992224
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1000 NW 57 Court
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33126
City Area Code	786
Local Phone Number	360-4768
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	CMAX
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	CMAXW
Security Exchange Name	NASDAQ