P3 HEALTH PARTNERS I

PIII
Real-time Estimate Cboe BZX - 01:25 2022-12-05 pm EST
4.770 USD +2.03%

P3 HEALTH PARTNERS INC. : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

08/19/2022 | 04:41pm

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.



On August 16, 2022, P3 Health Partners Inc. (the "Company") filed a Notification
of Late Filing on Form 12b-25 indicating that the filing of its Quarterly Report
on Form 10-Q for the quarter ended June 30, 2022 (the "Second Quarter Form
10-Q") would be delayed. On August 17, 2022, the Company received a notification
letter (the "August 17 Notice") from the Listing Qualifications Department of
The Nasdaq Stock Market LLC ("Nasdaq") indicating that, as a result of the delay
in filing the SecondQuarter Form 10-Q with the Securities and Exchange
Commission
(the "SEC"), along with the Company's continued delay in filing its
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the
"Form 10-K") and its Quarterly Report on Form 10-Q for the quarter ended March
31, 2022
(the "First Quarter Form 10-Q"), the Company is not in compliance with
the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1),
which requires listed companies to timely file all required periodic reports
with the SEC. The receipt of the August 17 Notice has no immediate effect on the
listing or trading of the Company's common stock on the Nasdaq Global Capital
Market.



The Company previously disclosed the delay in and circumstances behind the late
filing the Form 10-K in a Notification of Late Filing on Form 12b-25 filed on
March 31, 2022 and the late filing the First Quarter 10-Q in a Notification of
Late Filing on Form 12b-25 filed on May 17, 2022, each of which were discussed
in the Company's Current Report on Form 8-K filed on May 24, 2022.



Nasdaq previously granted the Company a period of 180 calendar dates from the
prescribed due date of the Form 10-K, or until September 27, 2022, to regain
compliance with the Nasdaq listing rules. The August 17 Notice indicates that
any additional Nasdaq Staff exception to allow the Company to regain compliance
with all delinquent filings, including the Second Quarter Form 10-Q, will be
limited to September 27, 2022. The August 17 Notice also requires the Company to
submit to Nasdaq an update to the Company's previously submitted compliance plan
no later than September 1, 2022, indicating the progress the Company has made
toward implementing the original compliance plan, including addressing the
filing of the Second Quarter Form 10-Q.



The Company continues to work diligently to complete the Form 10-K, the First
Quarter Form 10-Q and the Second Quarter Form 10-Q and expects to file these
periodic reports with the SEC on or prior to September 27, 2022.



Item 7.01. Regulation FD Disclosure.



A press release, dated August 19, 2022, disclosing the Company's receipt of the
August 17 Notice referenced above is attached hereto as Exhibit 99.1.



The information furnished in this Item 7.01 of this Current Report on Form 8-K
(including Exhibit 99.1 attached hereto) shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
shall not be incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.



Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.





Exhibit No. Description
99.1 Press Release of P3 Health Partners Inc., dated August 19, 2022.
104 Cover Page Interactive File, formatted in Inline XBRL.

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