S-8

As filed with the Securities and Exchange Commission on May 16, 2023

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

CareMax, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation or organization) 85-099222(IRS Employer
Identification No.)

1000 NW 57th Court, Suite 400
Miami, FL 33126
(Address of Principal Executive Offices)

CareMax, Inc. 2021 Long-Term Incentive Plan
(Full title of the plan)

Carlos A. de Solo

Chief Executive Officer

CareMax, Inc.

1000 NW 57 Court, Suite 400

Miami, FL 33126(Name and address of agent for service)

(786) 360-4768
(Telephone number, including area code, of agent for service)

Copies to:

Kevin Wirges Chief Financial Officer CareMax, Inc. 1000 NW 57th Court, Suite 400 Miami, FL 33126 (786) 360-4768 Joshua M. Samek, Esq.
DLA Piper LLP (US) 200 South Biscayne Boulevard Suite 2500 Miami, Florida 33131-5341
(305) 423-8500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☒
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 7(a)(2)(B) of the Securities Act. 

EXPLANATORY NOTE

CareMax, Inc., a Delaware corporation (the “Registrant”), is filing this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 4,453,303 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Registrant to be issued pursuant to the Registrant’s 2021 Long-Term Incentive Plan (the “2021 Plan”), pursuant to the evergreen provision in the 2021 Plan providing that the total number of shares of Common Stock reserved for issuance under the 2021 Plan will be automatically increased on January 1st of each calendar year, starting January 1, 2022. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Commission on October 25, 2021 (File No. 333-260477) is hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.

Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission, are hereby incorporated by reference into this registration statement:

(a)The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 001-39391), filed with the Commission on March 30, 2023;

(b)The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 001-39391), filed with the Commission on May 10, 2023;

(c)The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 from the Definitive Proxy Statement on Schedule 14A of the Registrant filed with the Commission on April 28, 2023 (File No. 001-39391);

(d)The Registrant’s Current Reports on Form 8-K (File No. 001-39391), filed with the Commission on March 9, 2023 and March 17, 2023; and

(e)The description of the Registrant’s Class A common stock, par value $0.0001 per share, contained in the registration statement on Form 8-A (Registration No. 001-39391) filed with the Commission on July 16, 2020 and amended on June 9, 2021, and any amendments to such registration statement filed subsequently thereto, including all amendments or reports filed for the purpose of updating such description.

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this registration statement from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this registration statement.

EXHIBIT INDEX

Exhibit Number	Description
4.1	Third Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Amendment No. 1 to the Registration Statement on Form 8-A (File No. 001-39391) filed by the Registrant with the Commission on June 9, 2021).
4.2	Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Amendment No. 1 to the Registration Statement on Form 8-A (File No. 001-39391) filed by the Registrant with the Commission on June 9, 2021).
5.1*	Opinion of DLA Piper LLP (US).
10.1	CareMax, Inc. 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No. 001-39391), filed with the Commission on June 14, 2021).
10.2	CareMax, Inc. Form of Nonstatutory Stock Option Agreement under the CareMax, Inc. 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-8 (File No. 333-260477) filed with the Commission on October 25, 2021).
10.3	CareMax, Inc. Form of Restricted Stock Units Agreement under the CareMax, Inc. 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-8 (File No. 333-260477) filed with the Commission on October 25, 2021).
10.4	CareMax, Inc. Form of Incentive Stock Option Agreement under the CareMax, Inc. 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-8 (File No. 333-260477) filed with the Commission on October 25, 2021).
10.5	CareMax, Inc. Form of Restricted Stock Agreement under the CareMax, Inc. 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-8 (File No. 333-260477) filed with the Commission on October 25, 2021).
23.1*	Consent of PricewaterhouseCoopers LLP.
23.2*	Consent of WithumSmith+Brown, PC.
23.3*	Consent of DLA Piper LLP (US) (contained in its opinion filed as Exhibit 5.1 hereto).
24.1*	Power of Attorney (contained on the signature pages of this registration statement).
107.1*	Filing Fee Table

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida on this 16th day of May, 2023.

CareMax, Inc.

By: /s/ Carlos A. de Solo

Name: Carlos A. de Solo

Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Carlos A. de Solo and Kevin Wirges such person’s true and lawful attorney-in-fact, each acting alone, with full powers of substitution and resubstitution, with authority to execute in the name of each such person, and to file with the Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements of the Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ ​ Carlos A. de Solo	President, Chief Executive Officer and Director (Principal Executive Officer)	May 16, 2023
​ Carlos A. de Solo
/s/ Kevin Wirges	Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)	May 16, 2023
Kevin Wirges
/s/ Jose R. Rodriguez	Chairman of the Board of Directors	May 16, 2023
Jose R. Rodriguez
/s/ Beatriz Assapimonwait	Director	May 16, 2023
Beatriz Assapimonwait
/s/ Bryan Cho	Director	May 16, 2023
Bryan Cho
/s/ Hon. Dr. David J. Shulkin	Director	May 16, 2023
Hon. Dr. David J. Shulkin
/s/ Ryan O'Quinn	Director	May 16, 2023
Ryan O’Quinn

/s/ Dr. Vincent Omachonu	Director	May 16, 2023
Dr. Vincent Omachonu

EX-5.1

Exhibit 5.1

  DLA Piper LLP (US) 200 South Biscayne Boulevard Suite 2500 Miami, Florida 33131-5341 www.dlapiper.com T 305.423.8500 F 305.437.8131

May 16, 2023

CareMax, Inc.

1000 NW 57 Court, Suite 400

Miami, FL 33126

Re: Registration Statement on Form S-8 for the CareMax, Inc. 2021 Long-Term Incentive Plan

Ladies and Gentlemen:

On or about the date hereof, CareMax, Inc., a Delaware corporation (the “Company”), is filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the offering and sale by the Company of up to 4,453,303 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), to be issued under the CareMax, Inc. 2021 Long-Term Incentive Plan (the “Plan”). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement.

In connection therewith, we have examined and relied upon the original or a copy, certified to our satisfaction, of (i) the Third Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as amended to the date hereof; (ii) records of corporate proceedings of the Company related to the Plan; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents and instruments as we have deemed necessary for the expression of the opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have also assumed that the offer and sale of shares of Common Stock complies and will comply in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plan. As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.

Based upon the foregoing examination, we are of the opinion that assuming that (i) the Company maintains an adequate number of authorized and unissued shares of Common Stock available for issuance pursuant to the Plan and (ii) the consideration, if any, required to be paid in connection with the issuance of underlying shares of Common Stock issued pursuant to the Plan is actually received by the Company as provided in the Plan, the shares of Common Stock issued pursuant to the Plan will be duly authorized, validly issued, fully paid and nonassessable.

This opinion is rendered solely in connection with the transactions covered hereby. This opinion may not be relied upon for any other purpose, without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder.

The opinions expressed herein are specifically limited to the laws of the State of Delaware and the federal laws of the United States of America and speak only as of the date hereof. We assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Sincerely,

/s/ DLA Piper LLP (US)

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on FormS-8 of CareMax, Inc.of our report dated March 30, 2023relating to the financial statements, which appears in CareMax, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ PricewaterhouseCoopers LLP
Hallandale Beach, Florida
May 16, 2023

EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of CareMax, Inc. of our report dated March 16, 2022, except for the effects of the restatement disclosed in Note 2 as to which the date is March 29, 2023, appearing in CareMax, Inc's consolidated financial statements included in the Form 10-K/A filed on March 29, 2023, relating to the consolidated financial statements of CareMax, Inc., as of and for the year ended December 31, 2021 which appears in CareMax, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ WithumSmith+Brown, PC

Red Bank, New Jersey

May 16, 2023

EX-FILING FEES

Exhibit 107.1

CALCULATION OF FILING FEE TABLES

Form S-8

(Form Type)

CareMax, Inc.

(Exact Name of registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price per Share (2)	Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee
Equity	Class A common stock, $0.0001 par value per share (“Common Stock”), to be issued under the CareMax, Inc. 2021 Long-Term Incentive Plan	Rules 457(c) and (h)	4,453,303(3)	$2.49	$11,088,724.47	0.00011020	$1,221.98
Total Offering Amounts					$11,088,724.47
Total Fee Offsets (4)							$0.00
Net Fee Due							$1,221.98

(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Common Stock of CareMax, Inc. (the “Registrant”) which become issuable under the CareMax, Inc. 2021 Long-Term Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock. In addition, if any awards under the Plan are forfeited, expire or otherwise terminate without issuance of the underlying shares of Common Stock, or any award is settled for cash, or otherwise does not result in the issuance of all or a portion of the shares of Common Stock underlying such award, the shares of Common Stock underlying those awards, shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for delivery with respect to awards under the Plan; provided, however, that shares of Common Stock tendered or withheld to pay the exercise price for any award or to pay taxes relating to any award, or that are not issued upon settlement of an award due to a net settlement, shall not again be available for delivery with respect to awards under the Plan.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low price of a share of Common Stock as reported by The Nasdaq Stock Market LLC on May 15, 2023.

(3)	Consists of 4,453,303 shares of Common Stock that were automatically added to the shares authorized for issuance under the Plan pursuant to an annual “evergreen” increase provision contained in the Plan.
(4)	The Registrant does not have any fee offsets.