Washington, D.C. 20549
Date of Report (Date of earliest event reported): May 15, 2024
P3 Health Partners Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
2370 Corporate Circle Suite 300 Henderson, Nevada
(Address of principal executive offices)(Zip Code)
(702) 910-3950
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
oWritten communications pursuant to Rule 425 under the Securities Act
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Name of each exchange
on which registered
Class A common stock, par value $0.0001 per sharePIIIThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50PIIIWThe 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 15, 2024, P3 Health Partners Inc. (the “Company”) received a deficiency letter (the “Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty-one consecutive business days, the bid price for the Company’s Class A common stock, par value $0.0001 per share (the “common stock”) had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The Deficiency Letter has no immediate effect on the listing or trading of the Company’s common stock.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted an initial period of 180 calendar days, or until November 11, 2024, to regain compliance with this listing rule. The Deficiency Letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if at any time before November 11, 2024, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten consecutive business days.
The Company will continue to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with Nasdaq’s minimum bid price rule by November 11, 2024.
If the Company does not regain compliance with Rule 5550(a)(2) by November 11, 2024, the Company may be eligible for an additional 180 calendar day compliance period. To qualify for this additional 180 day period, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period. However, if it appears to the Nasdaq staff that the Company would not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities.
Forward-Looking Statements Disclaimer
This Current Report on Form 8-K (the “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Report that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the Company’s monitoring of the bid price of its common stock and consideration of available options to regain compliance with Nasdaq Listing Rules; and the Company’s potential eligibility for an additional 180 calendar day compliance period. These forward-looking statements are based on the Company’s management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to the factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), on March 28, 2024, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this Report. Any such forward-looking statements represent management’s estimates as of the date of this Report. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Report.

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 thereunto duly authorized.
P3 Health Partners Inc.
Date:May 20, 2024By:/s/ Atul Kavthekar
Name:Atul Kavthekar
Title:Chief Financial Officer