Current Report Filing (8-k)
23 October 2020 - 8:04AM
Edgar (US Regulatory)
0001725255
false
0001725255
2020-10-16
2020-10-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
AdaptHealth
Corp.
(Exact
name of registrant as specified in its charter)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 16, 2020
Delaware
|
|
001-38399
|
|
82-3677704
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
220 West Germantown Pike, Suite 250
Plymouth
Meeting, PA
|
|
19462
|
(Address of principal executive offices)
|
|
(Zip
Code)
|
(610) 630-6357
(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 filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions (see General Instruction A.2. below):
|
¨
|
Written communications 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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Common Stock, par value $0.0001 per share
|
|
AHCO
|
|
The 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 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 1.01.
|
Entry Into A Material Definitive Agreement.
|
Amendment to Put/Call Option and
Consent Agreement
On
October 16, 2020, AdaptHealth Corp., a Delaware corporation (the “Company”), and AdaptHealth Holdings LLC, a
Delaware limited liability company (“AdaptHealth Holdings”), entered into an Amendment to the Put/Call Option and
Consent Agreement (the “Amendment”) with BlueMountain Foinaven Master Fund L.P., a Delaware limited partnership,
BMSB L.P., a Delaware limited partnership, BlueMountain Fursan Fund L.P., a Delaware limited partnership, and BlueMountain
Summit Opportunities Fund II (US) L.P., a Delaware limited partnership (collectively, the “Option Parties”), that
amends that certain Put/Call Option and Consent Agreement, dated May 25, 2020 (the “Put/Call Agreement”), by
and among the Company, AdaptHealth Holdings and the Option Parties, pursuant to which certain put and call rights were
granted to the parties with respect to shares of Class A Common Stock, par value $0.0001 per share, of the Company,
shares of Class B Common Stock, par value $0.0001 per share, of the Company and Common Units of AdaptHealth Holdings
held by the Option Parties.
Pursuant to the Amendment,
the Option Period (as defined in the Put/Call Agreement) was extended from October 31, 2020 to December 31, 2020.
The foregoing summary
of the Amendment is qualified in its entirety by the full text thereof, which is filed as Exhibit 10.1 hereto and incorporated
by reference herein.
|
Item 2.03.
|
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
|
The information provided
under the heading “Amendment to Put/Call Option and Consent Agreement” in Item 1.01 is incorporated by reference into
this Item 2.03.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 22, 2020
|
ADAPTHEALTH CORP.
|
|
|
|
|
|
By:
|
/s/ Jason Clemens
|
|
|
Name: Jason Clemens
|
|
|
Title: Chief Financial Officer
|
AdaptHealth (NASDAQ:AHCO)
Historical Stock Chart
From Apr 2024 to May 2024
AdaptHealth (NASDAQ:AHCO)
Historical Stock Chart
From May 2023 to May 2024