Form 8-K - Current report
01 November 2023 - 8:15AM
Edgar (US Regulatory)
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2023-10-26
2023-10-26
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d)
of the Securities Exchange Act of 1934
October 26, 2023
Date of Report (date of earliest event reported)
AdaptHealth
Corp.
(Exact name
of registrant as specified in its charter)
Delaware | |
001-38399 | |
82-3677704 |
(State
or other jurisdiction of incorporation or organization) | |
(Commission
File Number) | |
(I.R.S.
Employer Identification Number) |
220 West Germantown Pike, Suite 250, Plymouth Meeting, PA 19462
(Address of principal
executive offices and zip code)
(610)
424-4515 |
(Registrant’s
telephone number, including area code)
|
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:
¨ | 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 |
|
Name of each exchange on which
registered |
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 ¨
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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on August 29, 2023, AdaptHealth Corp.
(the “Company” or “AdaptHealth”) entered into an amendment to the letter agreement with Richard Barasch dated
June 26, 2023 (as amended, the “Interim CEO Agreement”), pursuant to which Mr. Barasch agreed to continue to serve
as the Interim Chief Executive Officer of the Company until October 31, 2023 or such earlier date as determined by the Board of Directors
of the Company (the “Board”). Mr. Barasch has agreed to continue to serve as the Interim Chief Executive Officer
of the Company until December 31, 2023 or such earlier date as determined by the Board (the “Transition Date”).
The Company entered into a further amendment to the Interim CEO Agreement
on October 26, 2023 (the “Interim CEO Second Extension Letter”) that will govern the terms of Mr. Barasch’s
continued employment as the Interim Chief Executive Officer of the Company through the Transition Date. Mr. Barasch will continue
to be paid a base salary at a rate of $262,500 per month through the Transition Date and will also receive a grant of restricted stock
units, effective November 1, 2023, covering a number of shares of the Company’s common stock with an aggregate grant value
of $175,000 that vest on the Transition Date, subject to continued service through the Transition Date.
The foregoing description of the Interim CEO Second Extension Letter
is qualified in its entirety by reference to the full text of the Interim CEO Second Extension Letter, which is attached as Exhibit 10.1
hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements 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 31, 2023
AdaptHealth Corp. |
|
|
|
|
By: |
/s/ Jason Clemens |
|
Name: |
Jason Clemens |
|
Title: |
Chief Financial Officer |
|
Exhibit 10.1
ADAPTHEALTH CORP.
October 26, 2023
ELECTRONIC DELIVERY
Richard Barasch
Re: Second Extension of Transition
Date
Dear Richard,
Reference is made to that certain letter
agreement by and between you and AdaptHealth Corp. (the “Company”), dated as of June 26, 2023 (the “Letter
Agreement”), as amended by that certain letter agreement by and between you and the Company, dated as of August 29,
2023. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Letter Agreement.
This letter is intended to confirm our
mutual agreement with respect to your continued services as the Interim CEO from and after November 1, 2023. By signing below, the
parties hereto acknowledge and agree that:
| · | From and after the date hereof, the term “Transition Date” as used in the Letter Agreement
shall refer to December 31, 2023 or such earlier date as determined by the Board; |
| · | 100% of the Extension RSUs will vest on October 31, 2023 subject to your continuous employment through
such date; |
| · | From and after the date hereof, the “Transition Period” as used in the Letter Agreement will
commence on the Transition Date and continue through December 31, 2023 or such earlier date as your service on the Board terminates
for any reason (it being understood that there may be no such Transition Period as a result of the extension of the Transition Date contemplated
hereunder); and |
| · | Promptly following the date hereof, you will be granted restricted stock units (the “Second
Extension RSUs”) covering a number of shares of the Company’s common stock with a value on the date of grant of $175,000
(determined using the twenty (20)-trading day volume weighted average price as of the date immediately prior to the date of grant (consistent
with the Company’s historic practices)) pursuant to the Equity Plan. The Second Extension RSUs will be subject to the terms and
conditions of an award agreement in a form reasonably acceptable to the Company’s Compensation Committee and provided to you on
or prior to the date of grant and will vest on the Transition Date subject to your continuous employment through such date. |
This letter shall be construed as an
amendment to the Letter Agreement and shall, from and after the date hereof, be a part of the Letter Agreement. Except as amended by this
letter, the Letter Agreement remains in full force and effect in accordance with its terms.
Please execute a copy of this letter
and return it to me at your earliest convenience to confirm that this letter accurately reflects our mutual agreement with respect to
your continued services as the Interim CEO from and after November 1, 2023.
|
Sincerely, |
|
|
|
ADAPTHEALTH CORP. |
|
|
|
/s/ Jason Clemens |
|
Name: |
Jason Clemens |
|
Title: |
Chief Financial Officer |
Acknowledged and agreed to by: |
|
|
|
/s/ Richard Barasch |
|
RICHARD BARASCH |
|
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