P3 Health Partners Inc. entered into a Securities Purchase Agreement with affiliates of Chicago Pacific Founders (CPF) on September 8, 2026, to issue up to $70 million in units. The units consist of shares of the Company’s Series D-1 19.5% Cumulative Preferred Stock and warrants to purchase Class A Common Stock.
The Series D-1 Preferred Stock has a stated value of $100 per share and a dividend rate of 19.5%. The preferred stock is senior to all classes of Common Stock and other equity securities regarding dividend payments and liquidation distributions. It is not convertible, does not have voting or preemptive rights, and is not registered or listed on any exchange. The Company may redeem the shares at any time for $100 per share plus any accrued dividends.
The accompanying warrants allow the purchase of Class A Common Stock at a price equal to the Nasdaq Minimum Price on the date of issuance. The number of shares purchasable per $1,000,000 funded is equal to 0.66333% of the outstanding Class A and Class V Common Stock. The warrants have a term of seven years from the date of issuance.
In a separate agreement, the Company extended the standstill restriction on CPF ownership. Originally set to expire on January 1, 2027, the restriction limiting CPF ownership to 49.99% of the Company’s issued and outstanding Common Stock has been extended to December 31, 2027.
Additionally, the Company agreed to file a registration statement with the SEC covering the resale of shares of Common Stock issuable upon warrant exercise, subject to stockholder approval by Nasdaq.
