Delaware | 8000 | 85-0992224 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Kevin Wirges Chief Financial Officer CareMax, Inc. 1000 NW 57 Court, Suite 400 Miami, FL 33126 (786) 360-4768 | Joshua M. Samek, Esq. DLA Piper LLP (US) 200 South Biscayne Boulevard, Suite 2500 Miami, Florida 33131 (305) 423-8500 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
Non-accelerated filer | Smaller reporting company | ☒ | ||||||
Emerging growth company | ☒ |
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Issuer | CareMax, Inc. (f/k/a Deerfield Healthcare Technology Acquisitions Corp.) |
Shares of Class A Common Stock offered by us | 5,791,667 shares of Class A Common Stock issuable upon the exercise of the Warrants, consisting of (i) 2,916,667 shares of Class A Common Stock issuable upon the exercise of 2,916,667 Private Warrants, and (ii) 2,875,000 shares of Class A Common Stock issuable upon the exercise of 2,875,000 Public Warrants. |
Shares of Class A Common Stock outstanding prior to exercise of all Warrants | 87,367,972 shares of Class A Common Stock |
Shares of Class A Common Stock outstanding assuming cash exercise of all Warrants | 93,159,639 shares of Class A Common Stock |
Use of proceeds | We will receive up to an aggregate of approximately $66.6 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We do not believe it is likely that a warrant holder would elect to exercise its warrants when our Class A Common Stock is trading below $11.50. See “ Risk Factors— Risks Related to Ownership of Our Securities and Being a Public Company—The exercise price for our Warrants is higher than in many similar blank check company offerings in the past, and, accordingly, the Warrants are more likely to expire worthless Management’s Discussion and Analysis of Financial Condition and Results of Operations Use of Proceeds |
Exercise Price of Warrants | $11.50 per share, subject to adjustments as described herein. |
Securities offered by the Selling Securityholders | 63,581,530 shares of Class A Common Stock consisting of (i) an aggregate of 10,000,000 shares of Class A Common Stock initially purchased by Deerfield Partners, and the Sponsor in the Deerfield PIPE Investments (ii) 18,635,073 shares of Class A Common Stock purchased by certain investors in the Third-Party PIPE Investments (iii) 3,593,750 Founder Shares, (iv) 21,208,092 shares of Class A Common Stock issued as consideration for the Business Combination at Closing, (v) up to 3,200,000 Earnout Shares that may be issued in the form of Class A Common Stock pursuant to the earnout |
provisions in the Business Combination Agreement, (vi) 3,200,000 Earnout Shares that were issued in the form of Class A Common Stock pursuant to the earnout provisions in the Business Combination Agreement, (vii) 384,615 shares of Class A Common Stock issued in the SMA Transaction and (viii) 3,360,000 shares of Class A Common Stock purchased by Deerfield Partners as a part of units in our initial public offering. |
Terms of the offering | The Selling Securityholders will determine when and how they will dispose of the shares of Class A Common Stock and Warrants registered under this prospectus for resale. |
Use of proceeds | We will not receive any proceeds from the sale of shares of Class A Common Stock or Private Warrants by the Selling Securityholders. |
Lock-Up Restrictions | Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See “Certain Relationships with Selling Securityholders” for further discussion. |
Risk Factors | Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” and elsewhere in this prospectus. |
Nasdaq Stock Market Symbols | Our Class A Common Stock and Public Warrants are listed on the Nasdaq Global Select Market under the symbols “CMAX” and “CMAXW,” respectively. |
Primary Care Physician | Leads the clinical care team and implements CareMax’s comprehensive, high touch approach to health care | |
Physician’s Assistant or Registered Nurse Practitioner | Educate and manage clinical needs between visits and provide group education on chronic disease management | |
Medical Assistant | Manage clinical workflows and act as guides for patient visits |
Phlebotomist | Front Desk | Access Representative | ||
Pharmacy Technician | Referral Coordinator | Community Sales Representative | ||
Administrator | Transportation Dispatches | Wellness Staff & Massage Therapist |
Patient Count as of* | Mar 31, 2020 | Jun 30, 2020 | Sep 30, 2020 | Dec 31, 2020 | Mar 31, 2021 | Jun 30, 2021 | Sep 30, 2021 | Dec 31, 2021 | ||||||||||||||||||||||||
Medicare | 15,500 | 15,500 | 16,500 | 16,500 | 16,500 | 21,500 | 26,500 | 33,500 | ||||||||||||||||||||||||
Medicaid | 12,500 | 22,500 | 22,500 | 21,000 | 23,000 | 23,500 | 24,500 | 28,000 | ||||||||||||||||||||||||
Commercial | 15,500 | 13,500 | 15,000 | 14,500 | 15,000 | 17,500 | 17,500 | 21,500 | ||||||||||||||||||||||||
Total Count | 43,000 | 51,500 | 54,000 | 52,000 | 54,500 | 62,500 | 68,500 | 83,500 | ||||||||||||||||||||||||
* | Figures may not sum due to rounding |
MCREM Count as of* | Mar 31, 2020 | Jun 30, 2020 | Sep 30, 2020 | Dec 31, 2020 | Mar 31, 2021 | Jun 30, 2021 | Sep 30, 2021 | Dec 31, 2021 | ||||||||||||||||||||||||
Medicare | 15,500 | 15,500 | 16,500 | 16,500 | 16,500 | 21,500 | 26,500 | 33,500 | ||||||||||||||||||||||||
Medicaid | 4,200 | 7,400 | 7,500 | 7,000 | 7,600 | 7,900 | 8,100 | 9,400 | ||||||||||||||||||||||||
Commercial | 5,100 | 4,600 | 5,000 | 4,900 | 5,100 | 5,900 | 5,800 | 7,200 | ||||||||||||||||||||||||
Total MCREM | 24,800 | 27,500 | 29,000 | 28,400 | 29,200 | 35,300 | 40,400 | 50,100 | ||||||||||||||||||||||||
* | Figures may not sum due to rounding |
For the Twelve Months Ended December 31, | ||||||||||||
$ in thousands | 2021 | 2020 | Y/Y Change | |||||||||
Net (loss) income | $ | (6,675 | ) | $ | 7,572 | $ | (14,246 | ) | ||||
GAAP Pro Forma Adjustments | (8,916 | ) | (1,629 | ) | (7,287 | ) | ||||||
Pro Forma Net (loss)/income | (15,590 | ) | 5,943 | (21,533 | ) | |||||||
Interest expense | 6,263 | 6,630 | (368 | ) | ||||||||
Depreciation and amortization | 17,583 | 13,544 | 4,039 | |||||||||
Income tax provision | 159 | — | 159 | |||||||||
Gain on remeasurement of warrant liabilities | (20,757 | ) | — | (20,757 | ) | |||||||
Gain on remeasurement of contingent earnout liabilities | (5,794 | ) | — | (5,794 | ) | |||||||
Loss on disposal of fixed assets, net | 50 | — | 50 | |||||||||
Loss on extinguishment of debt | 534 | 451 | 83 | |||||||||
Other expenses | (823 | ) | (912 | ) | 89 | |||||||
EBITDA | (18,376 | ) | 25,657 | (44,033 | ) | |||||||
Other Adjustments | ||||||||||||
Non-recurring expenses | 19,955 | 5,829 | 14,126 | |||||||||
Acquisition costs | 9,169 | 3,016 | 6,153 | |||||||||
Stock based compensation | 1,341 | — | 1,341 | |||||||||
De novo losses | 1,232 | 578 | 654 | |||||||||
Discontinued operations | (1 | ) | (48 | ) | 47 | |||||||
Adjusted EBITDA | $ | 13,321 | $ | 35,033 | $ | (21,712 | ) | |||||
* | Pro Forma figures give effect to the Business Combinations of IMC and Care Holdings as if they had occurred in historical periods. Figures may not sum due to rounding. |
Patient & Platform Contribution | Mar 31, 2020 | Jun 30, 2020 | Sep 30, 2020 | Dec 31, 2020 | Mar 31, 2021 | Jun 30, 2021 | Sep 30, 2021 | Dec 31, 2021 | ||||||||||||||||||||||||
Centers | 21 | 21 | 22 | 24 | 24 | 34 | 40 | 45 | ||||||||||||||||||||||||
Markets | 1 | 1 | 1 | 1 | 1 | 2 | 3 | 4 | ||||||||||||||||||||||||
Patients (MCREM) | 24,800 | 27,500 | 29,000 | 28,400 | 29,200 | 35,300 | 40,400 | 50,100 | ||||||||||||||||||||||||
At-risk | 84.8 | % | 86.7 | % | 85.6 | % | 87.7 | % | 87.0 | % | 84.1 | % | 87.2 | % | 79.3 | % | ||||||||||||||||
Platform Contribution ($, Millions) | $ | 14.1 | $ | 18.1 | $ | 15.5 | $ | 17.9 | $ | 14.7 | $ | 8.2 | $ | 11.0 | $ | 16.0 |
For the Twelve Months Ended December 31, | ||||||||||||||||
$ in thousands | 2021 | 2020 | $ Change | % Change | ||||||||||||
Revenue | ||||||||||||||||
Medicare risk-based revenue | $ | 233,282 | $ | 103,051 | $ | 130,231 | 126.4 | % | ||||||||
Medicaid risk-based revenue | 46,493 | — | 46,493 | |||||||||||||
Other revenue | 15,987 | 370 | 15,617 | 4220.9 | % | |||||||||||
Total revenue | 295,762 | 103,421 | 192,341 | 186.0 | % | |||||||||||
Operating expense | ||||||||||||||||
External provider costs | 206,747 | 66,050 | 140,697 | 213.0 | % | |||||||||||
Cost of care | 57,566 | 17,373 | 40,193 | 231.4 | % | |||||||||||
Sales and marketing | 4,955 | 1,067 | 3,888 | 364.4 | % | |||||||||||
Corporate, general and administrative | 40,579 | 7,748 | 32,831 | 423.7 | % | |||||||||||
Depreciation and amortization | 13,216 | 1,501 | 11,715 | 780.5 | % | |||||||||||
Acquisition related costs | 1,522 | — | 1,522 | |||||||||||||
Total costs and expenses | 324,585 | 93,739 | 230,846 | 246.3 | % | |||||||||||
Operating (loss) income | $ | (28,822 | ) | $ | 9,682 | $ | (38,504 | ) | (397.7 | )% | ||||||
Interest expense, net | (4,492 | ) | (1,659 | ) | (2,833 | ) | 170.8 | % | ||||||||
Gain on remeasurement of warrant liabilities | 20,757 | — | 20,757 | |||||||||||||
Gain on remeasurement of contingent earnout liabilities | 5,794 | — | 5,794 | |||||||||||||
Loss on disposal of fixed assets, net | (50 | ) | — | (50 | ) | |||||||||||
Gain (loss) on extinguishment of debt, net | 1,630 | (451 | ) | 2,081 | (461.3 | )% | ||||||||||
Other (expense), net | (1,333 | ) | — | (1,333 | ) | |||||||||||
Income/(loss) before income taxes | $ | (6,516 | ) | $ | 7,572 | $ | (14,088 | ) | (186.1 | )% | ||||||
Income tax provision | 159 | — | 159 | |||||||||||||
Net (loss)/income | $ | (6,675 | ) | $ | 7,572 | $ | (14,247 | ) | (188.2 | )% | ||||||
Net loss attributable to non-controlling interest | $ | — | $ | (29 | ) | $ | — | 0.0 | % | |||||||
Net (loss) income attributable to controlling interest | $ | (6,675 | ) | $ | 7,601 | $ | (14,276 | ) | (187.8 | )% | ||||||
* | Figures may not sum due to rounding |
(in thousands) | Twelve Months Ended | |||||||
2021 | 2020 | |||||||
Net cash (used in)/provided by operating activities | $ | (23,856 | ) | $ | 5,316 | |||
Net cash used in investing activities | (316,579 | ) | (6,942 | ) | ||||
Net cash provided by financing activities | 383,418 | 2,123 |
Patient Count as of* | Mar 31, 2020 | Jun 30, 2020 | Sep 30, 2020 | Dec 31, 2020 | Mar 31, 2021 | Jun 30, 2021 | Sep 30, 2021 | Dec 31, 2021 | Mar 31, 2022 | |||||||||||||||||||||||||||
Medicare | 15,500 | 15,500 | 16,500 | 16,500 | 16,500 | 21,500 | 26,500 | 33,500 | 34,000 | |||||||||||||||||||||||||||
Medicaid | 12,500 | 22,500 | 22,500 | 21,000 | 23,000 | 23,500 | 24,500 | 28,000 | 28,500 | |||||||||||||||||||||||||||
Commercial | 15,500 | 13,500 | 15,000 | 14,500 | 15,000 | 17,500 | 17,500 | 21,500 | 21,500 | |||||||||||||||||||||||||||
Total Count | 43,000 | 51,500 | 54,000 | 52,000 | 54,500 | 62,500 | 68,500 | 83,500 | 84,000 | |||||||||||||||||||||||||||
* | Figures may not sum due to rounding |
MCREM Count as of* | Mar 31, 2020 | Jun 30, 2020 | Sep 30, 2020 | Dec 31, 2020 | Mar 31, 2021 | Jun 30, 2021 | Sep 30, 2021 | Dec 31, 2021 | Mar 31, 2022 | |||||||||||||||||||||||||||
Medicare | 15,500 | 15,500 | 16,500 | 16,500 | 16,500 | 21,500 | 26,500 | 33,500 | 34,000 | |||||||||||||||||||||||||||
Medicaid | 4,200 | 7,400 | 7,500 | 7,000 | 7,600 | 7,900 | 8,100 | 9,400 | 9,400 | |||||||||||||||||||||||||||
Commercial | 5,100 | 4,600 | 5,000 | 4,900 | 5,100 | 5,900 | 5,800 | 7,200 | 7,200 | |||||||||||||||||||||||||||
Total MCREM | 24,800 | 27,500 | 29,000 | 28,400 | 29,200 | 35,300 | 40,400 | 50,100 | 50,600 | |||||||||||||||||||||||||||
* | Figures may not sum due to rounding |
Three Months Ended March 31, | ||||||||||||
($ in thousands) | 2022 | 2021 | Y/Y Change | |||||||||
Net (loss) income | $ | (16,797 | ) | $ | 1,302 | $ | (18,099 | ) | ||||
GAAP Pro Forma adjustments(1) | — | (2,730 | ) | 2,730 | ||||||||
Pro Forma net loss | (16,797 | ) | (1,429 | ) | (15,368 | ) | ||||||
Interest expense | 1,728 | 1,400 | 328 | |||||||||
Depreciation and amortization | 5,062 | 2,979 | 2,083 | |||||||||
Loss on remeasurement of warrant liabilities | 3,536 | — | 3,536 | |||||||||
Income tax provision | 181 | — | 181 | |||||||||
Other expenses | 462 | 212 | 250 | |||||||||
EBITDA | (5,829 | ) | 3,162 | (8,991 | ) | |||||||
Other adjustments | ||||||||||||
Non-recurring expenses(2) | 6,055 | 2,795 | 3,260 | |||||||||
Acquisition costs(3) | 3,429 | 1,168 | 2,261 | |||||||||
Stock based compensation | 1,087 | — | 1,087 | |||||||||
De novo losses(4) | 1,119 | 184 | 935 | |||||||||
Discontinued operations | — | (1 | ) | 1 | ||||||||
Adjusted EBITDA | $ | 5,862 | $ | 7,308 | $ | (1,446 | ) | |||||
(1) | Pro Forma figures give effect to the Business Combinations of IMC and Care Holdings as if they had occurred in historical periods. |
(2) | Includes professional fees, salaries and wages, and other expenses deemed one-time in nature. |
(3) | Includes transaction costs, integration costs, and other costs to achieve synergies. |
(4) | Includes non-buildout related costs incurred prior to opening a de novo location and initial opening losses post-center opening up to the point of breakeven. |
Patient & Platform Contribution | Mar 31, 2020 | Jun 30, 2020 | Sep 30, 2020 | Dec 31, 2020 | Mar 31, 2021 | Jun 30, 2021 | Sep 30, 2021 | Dec 31, 2021 | Mar 31, 2022 | |||||||||||||||||||||||||||
Centers | 21 | 21 | 22 | 24 | 24 | 34 | 40 | 45 | 48 | |||||||||||||||||||||||||||
Markets | 1 | 1 | 1 | 1 | 1 | 2 | 3 | 4 | 6 | |||||||||||||||||||||||||||
Patients (MCREM) | 24,800 | 27,500 | 29,000 | 28,400 | 29,200 | 35,300 | 40,400 | 50,100 | 50,600 | |||||||||||||||||||||||||||
At-risk | 84.8 | % | 86.7 | % | 85.6 | % | 87.7 | % | 87.0 | % | 84.1 | % | 87.2 | % | 79.3 | % | 79.8 | % | ||||||||||||||||||
Platform Contribution ($, Millions) | $ | 14.1 | $ | 18.1 | $ | 15.5 | $ | 17.9 | $ | 14.7 | $ | 8.2 | $ | 11.0 | $ | 16.0 | $ | 17.3 |
Three Months Ended March 31, | ||||||||||||||||
($ in thousands) | 2022 | 2021 | $ Change | % Change | ||||||||||||
Revenue | ||||||||||||||||
Medicare risk-based revenue | $ | 107,747 | $ | 27,816 | $ | 79,931 | 287.4 | % | ||||||||
Medicaid risk-based revenue | 20,165 | — | 20,165 | 100.0 | % | |||||||||||
Other revenue | 9,008 | 102 | 8,906 | 8,731.8 | % | |||||||||||
Total revenue | 136,920 | 27,918 | 109,002 | 390.4 | % | |||||||||||
Operating expense | ||||||||||||||||
External provider costs | 92,856 | 18,159 | 74,697 | 411.3 | % | |||||||||||
Cost of care | 27,349 | 5,353 | 21,996 | 410.9 | % | |||||||||||
Sales and marketing | 3,301 | 291 | 3,010 | 1,034.4 | % | |||||||||||
Corporate, general and administrative | 18,978 | 1,795 | 17,183 | 957.3 | % | |||||||||||
Depreciation and amortization | 5,062 | 514 | 4,548 | 884.7 | % | |||||||||||
Acquisition related costs | 266 | — | 266 | 100.0 | % | |||||||||||
Total costs and expenses | 147,811 | 26,112 | 121,699 | 466.1 | % | |||||||||||
Operating (loss) income | $ | (10,890 | ) | $ | 1,806 | $ | (12,696 | ) | (703.0 | %) | ||||||
Interest expense | (1,728 | ) | (504 | ) | (1,224 | ) | 242.8 | % | ||||||||
Loss on remeasurement of warrant liabilities | (3,536 | ) | — | (3,536 | ) | (100.0 | %) | |||||||||
Other expenses | (462 | ) | — | (462 | ) | (100.0 | %) | |||||||||
(Loss) income before income taxes | $ | (16,616 | ) | $ | 1,302 | $ | (17,918 | ) | (1,376.2 | %) | ||||||
Income tax provision | (181 | ) | — | (181 | ) | (100.0 | %) | |||||||||
Net (loss) income | $ | (16,797 | ) | $ | 1,302 | $ | (18,099 | ) | (1,390.1 | %) | ||||||
* | Figures may not sum due to rounding |
(in thousands) | Three Months Ended March 31, | |||||||
2022 | 2021 | |||||||
Net cash (used in)/provided by operating activities | $ | (12,139 | ) | $ | 3,372 | |||
Net cash used in investing activities | $ | (1,467 | ) | $ | (1,690 | ) | ||
Net cash used in financing activities | $ | (1,570 | ) | $ | (181 | ) |
Name | Age | Position(s) | ||||
Carlos A. de Solo | 43 | Class III Director; Chief Executive Officer | ||||
Beatriz Assapimonwait | 59 | Class II Director | ||||
Dr. Jennifer Carter | 58 | Class I Director | ||||
Bryan Cho | 49 | Class III Director | ||||
Dr. Vincent Omachonu | 68 | Class I Director | ||||
Jose R. Rodriguez | 63 | Class II Director; Chairman of the Board of Directors | ||||
Hon. Dr. David J. Shulkin | 62 | Class II Director | ||||
Randy Simpson | 53 | Class I Director | ||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
Carlos A. de Solo | 2021 | 419,465 | 325,000 | (1) | 527,456 | 249,678 | — | — | 120,000 | (2) | 1,541,599 | |||||||||||||||||||||||||
President and Chief Executive Officer | 2020 | 111,946 | (3) | — | — | — | 2,688,000 | (2) | 2,799,946 | |||||||||||||||||||||||||||
Kevin Wirges | 2021 | 321,538 | (4) | 256,500 | (5) | 163,524 | 77,406 | — | — | — | 818,968 | |||||||||||||||||||||||||
Executive Vice President, Treasurer and Chief Financial Officer(4) | 2020 | 275,000 | (4) | 182,500 | (6) | — | — | — | — | — | 457,500 | |||||||||||||||||||||||||
Alberto R. de Solo | 2021 | 309,465 | 225,000 | (1) | 232,376 | 109,998 | — | — | 121,271 | (2) | 998,110 | |||||||||||||||||||||||||
Executive Vice President and Chief Operating Officer | 2020 | 111,946 | (3) | — | — | — | — | — | 1,430,000 | (2) | 1,541,946 |
(1) | Consists of a bonus of 100% of the target amount, pro-rated for the period from June 8, 2021 through December 31, 2021. |
(2) | Prior to the Business Combination, each of Messrs. Carlos de Solo and Alberto de Solo, through a management company wholly-owned by such NEO, was an indirect owner of limited liability company interests of CMG, CareHoldings (which held the interests of CareOptimize) and Managed Healthcare Partners, and was entitled to receive distributions of profits and/or losses in proportion to such NEO’s limited liability company interests held respectively in, CMG, CareHoldings and Managed Healthcare Partners, or in respect of taxes, in each case, under the terms of the applicable limited liability company agreement for CMG and CareHoldings. In addition, each of the management companies for such NEOs was party to a management services agreement with CMG and was entitled to receive management payments pursuant to the terms of such management services agreements. All other compensation for each of Messrs. Carlos de Solo and Alberto de Solo for the year ended December 31, 2021 and December 31, 2020 reflects for the applicable period the |
aggregate amount of such distributions or management payments made to such NEO, and in the case of |
Mr. Alberto de Solo, includes $1,271 paid to Mr. de Solo as 401(k) match. See “ Management Payments and Distributions Additional Narrative Disclosure – Retirement Benefits” |
(3) | Salary reflects the compensation reported on Form W-2 that was paid to the respective NEO for the years ended December 31, 2021 and December 31, 2020, as applicable, by Managed Healthcare Partners, LLC (“Managed Healthcare Partners”). |
(4) | Mr. Wirges was appointed as the Company’s Executive Vice President, Treasurer and Chief Financial Officer, effective as of the Closing. Prior to the Closing, Mr. Wirges was the Chief Financial Officer of IMC, and all amounts reported for Mr. Wirges for periods prior to June 8, 2021 reflect Mr. Wirges’ compensation as the Chief Financial Officer of IMC. |
(5) | Consists of a (i) bonus of $81,500 paid in 2021 prior to the execution of Mr. Wirges’ employment agreement and (ii) a bonus of $175,000, which was 100% of the target amount under Mr. Wirges’ employment agreement, pro-rated for the period from June 8, 2021 through December 31, 2021. |
(6) | Consists of (i) a retention bonus of $100,000 earned and paid in 2020 by IMC and (ii) an annual bonus of $82,500 for the 2020 fiscal year paid by IMC in 2021. |
Management Payments and Distributions Made to NEOs for the Years Ended December 31, 2021 and 2020 | ||||||||||||||||||||||||
Year | CareMax Distribution | Management Payment | Distribution | Managed Healthcare Partners Management Payment | Total ($) | |||||||||||||||||||
Carlos A. de Solo | 2021 | $ | — | $ | — | $ | — | $ | 120,000 | $ | $120,000 | |||||||||||||
2020 | $ | 2,183,000 | $ | 220,000 | $ | 45,000 | $ | 240,000 | $ | 2,688,000 | ||||||||||||||
Alberto R. de Solo | 2021 | $ | — | $ | — | $ | — | $ | 120,000 | $ | 120,000 | |||||||||||||
2020 | $ | 925,000 | $ | 220,000 | $ | 45,000 | $ | 240,000 | $ | 1,430,000 |
Option Awards | Stock Awards | |||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | ||||||||||||||||||
Carlos A. de Solo | 42,900 | 42,900 | 10.00 | 10/29/2031 | — | — | ||||||||||||||||||
— | — | — | — | 42,900 | (2) | 329,472 | ||||||||||||||||||
— | — | — | — | 21,450 | (3) | 164,736 | ||||||||||||||||||
Kevin Wirges | 13,300 | 13,300 | 10.00 | 10/29/2031 | — | — | ||||||||||||||||||
— | — | — | — | 13,300 | (2) | 102,144 | ||||||||||||||||||
— | — | — | — | 6,650 | (3) | 51,072 | ||||||||||||||||||
Alberto R. de Solo | 18,900 | 18,900 | 10.00 | 10/29/2031 | — | — | ||||||||||||||||||
— | — | — | — | 18,900 | (2) | 145,152 | ||||||||||||||||||
— | — | — | — | 9,450 | (3) | 72,576 |
(1) | The market value of unvested stock awards is based on the closing market price of our Class A Common Stock on December 31, 2021 of $7.68. |
(2) | Represents RSUs which vest in three equal installments on October 29, 2022, June 8, 2023 and June 8, 2024. |
(3) | Represents PSUs which vest based on the VWAP of the Common Stock during the Measurement Period, and the actual amount of PSUs that may vest is between zero and two times the base number of PSUs depending on the VWAP of the Class A Common Stock during the Measurement Period. |
Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | |||||||||
Richard Barasch (3) | 403,686 | — | 403,686 | |||||||||
Jose R. Rodriguez (4) | 45,481 | 152,955 | 198,436 | |||||||||
Beatriz Assapimonwait | 20,543 | 143,685 | 164,228 | |||||||||
Dr. Jennifer Carter | 39,231 | 143,685 | 182,916 | |||||||||
Bryan Cho | 32,527 | 125,145 | 157,672 | |||||||||
Dr. Vincent Omachonu | 23,016 | 125,145 | 148,161 | |||||||||
Hon. Dr. David J. Shulkin | 39,231 | 143,685 | 182,916 | |||||||||
Randy Simpson | 39,231 | 143,685 | 182,916 |
(1) | Includes amounts paid for each director’s annual retainer amount for Board, committee and committee chair service, as applicable, pro-rated for each director’s service through December 31, 2021. |
(2) | Represents the aggregate grant date fair value of RSUs granted to each of non-employee director on October 29, 2021 determined in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of such restricted stock units granted in 2021 are set forth in Note 8 to |
our audited consolidated financial statements included in this Registration Statement. The RSUs granted to these non-employee directors will vest in full on October 29, 2022, subject to the director’s continued service on the Board of Directors. As of December 31, 2021, all outstanding RSU awards held by ournon-employee directors had not yet vested. |
(3) | Includes amounts paid for Mr. Barasch’s annual retainer amount for Board service and for service as Executive Chair of the Board, which was pro-rated from the Closing Date through December 31, 2021. Prior to the Closing Date, Mr. Barasch did not receive any compensation for service on the board of directors of DFHT. |
(4) | In addition to Mr. Rodriguez’s pro-rated annual retainer amount for service on the Board, the compliance committee and as Chair of the audit committee, includes apro-rated fee for service as Lead Independent Director from October 1, 2021, through December 31, 2021. |
Name of Beneficial Owners (1) | Number of Shares of Class A Common Stock Beneficially Owned | Percentage of Outstanding Class A Common Stock | ||||||
Directors and Executive Officers: | ||||||||
Carlos A. de Solo (2) | 6,416,926 | 7.34 | % | |||||
Alberto de Solo (3) | 2,894,429 | 3.31 | % | |||||
Kevin Wirges (4) | 146,080 | * | ||||||
Beatriz Assapimonwait | — | — | ||||||
Hon. Dr. David J. Shulkin (5) | 25,000 | * | ||||||
Randy Simpson (6) | 421,063 | * | ||||||
Dr. Jennifer Carter | — | — | ||||||
Jose R. Rodriguez | 1,500 | * | ||||||
Dr. Vincent Omachonu | — | — | ||||||
Bryan Cho (7) | 3,000,000 | 3.36 | % | |||||
All directors and executive officers as a group (10 individuals) | 12,361,869 | 14.77 | % | |||||
Five Percent Holders: | ||||||||
Entities affiliated with Deerfield Management Company, L.P., including Deerfield Partners, L.P. and DFHTA Sponsor LLC (8) | 18,691,423 | 21.39 | % | |||||
Entities affiliated with Athyrium Capital Management, LP (9) | 4,487,219 | 5.14 | % | |||||
Comvest IMC Holdings, LLC (10) | 5,290,687 | 6.06 | % | |||||
O.M. Investment Group, Inc. (2) | 6,416,926 | 7.33 | % | |||||
Entities affiliated with Eminence Capital, LP (11) | 7,871,691 | 9.01 | % |
* | Less than one percent |
(1) | Unless otherwise indicated, the business address of each of the individuals and entities is 1000 NW 57 Court, Suite 400, Miami, FL 33126. |
(2) | Represents the aggregate number of shares of Class A Common Stock held indirectly by Carlos de Solo, his spouse and family trusts through an investment vehicle, O.M. Includes 16,000 shares Class A Common Stock (the “O.M. Escrow Shares”) held in escrow immediately following the Closing, which are subject to forfeiture in connection with the post-closing adjustment obligations of the CMG Sellers in accordance with the Business Combination Agreement. O.M. and Mr. de Solo may be deemed to beneficially own the O.M. Escrow Shares, and each disclaims beneficial ownership of the O.M. Escrow Shares except to the extent of O.M. and Mr. de Solo’s pecuniary interest therein. |
(3) | Represents the aggregate number of shares of Class A Common Stock held indirectly by Alberto de Solo, his spouse and a family trust through an investment vehicle, C.G.D. Investment Group, Inc. (“C.D.G.”). |
(4) | Represents 146,080 shares of Class A Common Stock previously held by IMC Parent and distributed to Mr. Wirges as a partner in IMC Parent. |
(5) | Represents 25,000 Founder Shares. |
(6) | Represents (i) 281,309 shares of Class A Common Stock and (ii) 139,754 shares of Class A Common Stock underlying an equal number of Public Warrants, each held by Mr. Simpson prior to Closing. |
(7) | Represents 500,000 Advisor Shares, 2,000,000 Series A Warrant Shares underling an equal number of Series A Warrants and 500,000 Series B Warrant Shares underling an equal number of vested Series B Warrants, in each case held by the Advisor, none of which are registered hereunder. Excludes 5,500,000 Series B Warrant Shares underlying underling an equal number of unvested Series B Warrants. As of April 29, 2022, the Advisor did not have the right to acquire such Series B Warrant Shares within 60 days of such date. |
(8) | Represents 12,960,000 shares of Class A Common Stock held directly by Deerfield Partners, L.P; (ii) 672,000 shares of Class A Common Stock underlying an equal number of warrants held directly by Deerfield Partners; (iii) 2,851,090 shares of Class A Common Stock, 2,158,333 Private Warrants and an equal number shares of Class A Common Stock underlying such Private Warrants previously held by the Sponsor and distributed to Deerfield Partners as a member of the Sponsor; and (iv) 50,000 shares of Class A Common Stock held directly by Steven Hochberg, a partner in Deerfield Management, for the benefit, and at the direction, of Deerfield Management. The address of all entities affiliated with Deerfield Management is 345 Park Avenue South, 12th Floor, New York, New York 10010. |
(9) | Consists of 13,194 shares of Class A Common Stock directly held by Athyrium Opportunities III Acquisition LP and 4,474,025 shares of Class A Common Stock directly held by Athyrium Opportunities III Acquisition 2 LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition LP and Athyrium Opportunities III Acquisition 2 LP. Jeffrey A. Ferrell is President of Athyrium Opportunities Associates III GP LLC and the Managing Member of Athyrium Funds GP Holdings LLC, which is the Managing Member of Athyrium Opportunities Associates III GP LLC, and in his capacity as such may be deemed to exercise shared voting and investment power over the shares owned by Athyrium Opportunities III Acquisition LP and Athyrium Opportunities III Acquisition 2 LP. Jeffrey A. Ferrell and each of the foregoing entities disclaims beneficial ownership of such shares that he or it does not directly own except to the extent of his or its pecuniary interest therein. The business address of each of the foregoing is c/o Athyrium Capital Management, LP, 505 Fifth Avenue, Floor 18, New York, New York 10017. |
(10) | Represents 5,290,687 shares of Class A Common Stock previously held by IMC Parent and distributed to Comvest IMC Holdings, LLC as a partner in IMC Parent. The address of Comvest IMC Holdings, LLC is 525 Okeechobee Boulevard, Suite 1010, West Palm Beach, Florida 33401. |
(11) | Represents (a) 3,426,488 shares owned of record by Eminence Holdings LLC (“Eminence Holdings”) and (b) 573,512 shares owned of record by EC Longhorn LLC (“Longhorn”) and includes 3,871,691 shares of Class A Common Stock that are not registered hereunder. Eminence Capital, LP (“Eminence Capital”) serves as the investment adviser to each of Eminence Holdings and Longhorn. Ricky C. Sandler is the Chief Executive Officer of Eminence Capital. Mr. Sandler and Eminence Capital may be deemed to have shared |
voting and dispositive power over the shares owned of record by Eminence Holdings and Longhorn. Each of Mr. Sandler and Eminence Capital expressly disclaims beneficial ownership of such securities. The principal business address of Eminence Capital, LP and its affiliates is 399 Park Avenue, 25th Floor, New York, New York 10022. |
Shares Common Stock Beneficially Owned Prior to Offering | Private Placement Warrants Beneficially Owned Prior to Offering | Shares of Class A Common Stock Offered | Private Placement Warrants Offered | Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold | Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold | |||||||||||||||||||||||||||
Name of Selling Securityholder | Number | Percent | Number | Percent | ||||||||||||||||||||||||||||
Alua Master Fund LP (1)(50) | 2,646,917 | — | 2,000,000 | — | 646,917 | * | — | — | ||||||||||||||||||||||||
Sellcore, Inc. (2)(50) | 500,000 | — | 500,000 | — | — | — | — | — | ||||||||||||||||||||||||
Antipodean Domestic Partners, LP (3)(50) | 498,292 | — | 498,292 | — | — | — | — | — | ||||||||||||||||||||||||
Avidity Capital Fund II LP (4)(50) | 64,000 | — | 64,000 | — | — | — | — | — | ||||||||||||||||||||||||
Avidity Master Fund LP (4)(50) | 636,000 | — | 636,000 | — | — | — | — | — | ||||||||||||||||||||||||
BlackRock, Inc. (5)(50) | 3,000,000 | — | 3,000,000 | — | — | — | — | — | ||||||||||||||||||||||||
Guardian Small Cap Core VIP Fund (6)(50) | 213,620 | — | 213,620 | — | — | — | — | — | ||||||||||||||||||||||||
ClearBridge Small Cap CIF (6)(50) | 9,760 | — | 9,760 | — | — | — | — | — | ||||||||||||||||||||||||
ClearBridge Small Cap Fund (6)(50) | 752,440 | — | 752,440 | — | — | — | — | — | ||||||||||||||||||||||||
Affiliates of Eminence Capital, LP (7)(50) | 7,871,691 | — | 4,000,000 | — | 3,871,691 | 4.43 | % | — | — |
Shares Common Stock Beneficially Owned Prior to Offering | Private Placement Warrants Beneficially Owned Prior to Offering | Shares of Class A Common Stock Offered | Private Placement Warrants Offered | Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold | Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold | Shares Common Stock Beneficially Owned Prior to Offering | Private Placement Warrants Beneficially Owned Prior to Offering | Shares of Class A Common Stock Offered | Private Placement Warrants Offered | Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold | Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Name of Selling Securityholder | Number | Percent | Number | Percent | Number | Percent | Number | Percent | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fidelity U.S. Growth Opportunities Investment Trust by its manager Fidelity Investments Canada ULC (8)(50) | 100,000 | — | 100,000 | — | — | — | — | — | 100,000 | — | 100,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Fidelity Select Portfolios: Health Care Services Portfolio (8)(50) | 384,615 | — | 384,615 | — | — | — | — | — | 384,615 | — | 384,615 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Maverick Fund II, Ltd. (9)(50) | 679,445 | — | 679,445 | — | — | — | — | — | 679,445 | — | 679,445 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Maverick Fund USA, Ltd (9)(50) | 1,820,555 | — | 1,820,555 | — | — | — | — | — | 1,820,555 | — | 1,820,555 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Integrated Core Strategies (US) LLC (10)(50) | 208,204 | — | 208,204 | — | 1,419,226 | 1.62 | % | — | — | 208,204 | — | 208,204 | — | 1,419,226 | 1.62 | % | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Perceptive Life Sciences Master Fund, Ltd (11)(50) | 3,000,000 | — | 3,000,000 | — | — | — | — | — | 3,000,000 | — | 3,000,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Hawkes Bay Master Investors (Cayman) L.P. (12)(50) | 391,567 | — | 391,567 | — | — | — | — | — | 391,567 | — | 391,567 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
North River Investors (Bermuda) L.P. (12)(50) | 188,993 | — | 188,993 | — | — | — | — | — | 188,993 | — | 188,993 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
North River Partners, L.P. (12)(50) | 161,538 | — | 161,538 | — | — | — | — | — | 161,538 | — | 161,538 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Schroder Investment Management (Luxembourg) S.A. (12)(50) | 26,044 | — | 26,044 | — | — | — | — | — | 26,044 | — | 26,044 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
O.M. Investment Group, Inc. (13)(51) | 6,416,926 | — | 7,377,743 | — | — | — | — | — | 6,416,926 | — | 7,377,743 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
C.G.D. Investment Group, Inc. (14)(51) | 2,894,429 | — | 3,328,900 | — | — | — | — | — | 2,894,429 | — | 3,328,900 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Joseph N. DeVera, Inc. (15)(51) | 1,332,445 | — | 1,549,705 | — | — | — | — | — | 1,332,445 | — | 1,549,705 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Jonathan Paul De Vera (16)(51) | 15,000 | — | 15,000 | — | — | — | — | — | 15,000 | — | 15,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
NKP Caremax, LLC (17)(51) | 699,506 | — | 804,506 | — | — | — | — | — | 699,506 | — | 804,506 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Mouquin Trotter, Inc. (18)(51) | 1,203,763 | — | 1,251,215 | — | — | — | — | — | 1,203,763 | — | 1,251,215 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Athyrium Opportunities III Acquisition LP (19)(51) | 13,194 | 13,194 | — | — | — | — | — | 13,194 | 13,194 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Athyrium Opportunities III Acquisition 2 LP (20)(51) | 4,474,025 | 4,474,025 | — | — | — | — | — | 4,474,025 | 4,474,025 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
IMC Holdings, L.P. (21)(51) | 1,129,469 | — | 2,524,069 | — | — | — | — | — | 1,421,627 | — | 2,871,627 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Comvest IMC Holdings, LLC (22)(51) | 5,290,687 | — | 5,290,687 | — | — | — | — | — | 5,290,687 | — | 5,290,687 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Operating Advisory Group, LLC (23)(51) | 74,913 | — | 74,913 | — | — | — | — | — | 74,913 | — | 74,913 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Justo Pozo (24)(51) | 67,422 | — | 67,422 | — | — | — | — | — | 67,422 | — | 67,422 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Bill Lamoreaux (25)(51) | 397,004 | — | 397,004 | — | — | — | — | — | 397,004 | — | 397,004 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
John Randazzo (26)(51) | 50,685 | — | 50,685 | — | — | — | — | — | 50,685 | — | 50,685 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Mayda Antun, M.D. (27)(51) | 67,422 | — | 67,422 | — | — | — | — | — | 67,422 | — | 67,422 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Tom Aponte (28)(51) | 22,474 | — | 22,474 | — | — | — | — | — | 22,474 | — | 22,474 | �� | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Ismael Caicedo (29)(51) | 22,474 | — | 22,474 | — | — | — | — | — | 22,474 | — | 22,474 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Pablo Alonso (30)(51) | 3,949 | — | 3,949 | — | — | — | — | — | 3,949 | — | 3,949 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Gordon Carroll (31)(51) | 11,147 | — | 11,147 | — | — | — | — | — | 11,147 | — | 11,147 | — | — | — | — | — |
Shares Common Stock Beneficially Owned Prior to Offering | Private Placement Warrants Beneficially Owned Prior to Offering | Shares of Class A Common Stock Offered | Private Placement Warrants Offered | Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold | Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold | Shares Common Stock Beneficially Owned Prior to Offering | Private Placement Warrants Beneficially Owned Prior to Offering | Shares of Class A Common Stock Offered | Private Placement Warrants Offered | Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold | Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Name of Selling Securityholder | Number | Percent | Number | Percent | Number | Percent | Number | Percent | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kevin Wirges (32)(51) | 146,080 | — | 146,080 | — | — | — | — | — | 146,080 | — | 146,080 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Douglas Cowieson (33)(51) | 67,422 | — | 67,422 | — | — | — | — | — | 67,422 | — | 67,422 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Felix German (34)(51) | 28,091 | — | 28,091 | — | — | — | — | — | 28,091 | — | 28,091 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Cristina Pinckney (35)(51) | 22,474 | — | 22,474 | — | — | — | — | — | 22,474 | — | 22,474 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Karen Pacheco (36)(51) | 28,091 | — | 28,091 | — | — | — | — | — | 28,091 | — | 28,091 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Steven Hochberg (37) | 50,000 | — | 50,000 | — | — | — | — | — | 50,000 | — | 50,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Deerfield Partners, L.P. (38) | 18,691,423 | 2,158,333 | 18,691,423 | 2,158,333 | — | — | — | — | 18,641,423 | 2,158,333 | 18,641,423 | 2,158,333 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Tara Acquisition LLC (39)(52) | 515,419 | — | 515,419 | — | — | — | — | — | 515,419 | — | 515,419 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Gary Davis 1995 Trust for Children Howard Sharfstein, Trustee (40)(47)(48) | 100,567 | 46,667 | 100,567 | 46,667 | — | — | — | — | 100,567 | 46,667 | 100,567 | 46,667 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Jane B. Hankin (41)(52)(53) | 43,064 | 17,500 | 43,064 | 17,500 | — | — | — | — | 43,064 | 17,500 | 43,064 | 17,500 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Anthony Wolk (42)(52)(53) | 31,427 | 14,583 | 31,427 | 14,583 | — | — | — | — | 31,427 | 14,583 | 31,427 | 14,583 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Randy Simpson (43) | 421,063 | — | 139,754 | — | 281,309 | * | — | — | 421,063 | — | 139,754 | — | 281,309 | * | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Richard Barasch (44)(52)(53) | 778,988 | 562,917 | 50,000 | 562,917 | — | — | — | — | 778,988 | 562,917 | 778,988 | 562,917 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Christopher Wolfe (45) | 306,529 | 116,667 | 50,000 | 116,667 | — | — | — | — | 306,529 | 116,667 | 306,529 | 116,667 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Dr. Peter J. Fitzgerald (46) | 25,000 | — | 25,000 | — | — | — | — | — | 25,000 | — | 25,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Dr. Linda Grais (47) | 25,000 | — | 25,000 | — | — | — | — | — | 25,000 | — | 25,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Hon. Dr. David J. Shulkin (48) | 25,000 | — | 25,000 | — | — | — | — | — | 25,000 | — | 25,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Moshin Jaffer, MD (49) | 384,615 | — | 384,615 | — | — | — | — | — | 384,615 | — | 384,615 | — | — | — | — | — |
* | Less than one percent |
(1) | Includes 646,917 shares of Class A Common Stock that are not registered hereunder. Alua Capital Management LP, the investment manager of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Tom Purcell and Marco Tablada are the Co-Presidents of Alua Capital Management LP. and may be deemed to be the beneficial owners of such shares. Mr. Purcell and Mr. Tablada, however, disclaim any beneficial ownership of the shares held by the Selling Securityholder. |
(2) | SellCore, Inc. is a wholly-owned subsidiary of Anthem, Inc. |
(3) | Antipodean Advisors LLC, the investment manager of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Eric Chen is the Managing Member of Antipodean Advisors LLC. And may be deemed to be the beneficial owner of such shares. Eric Chen, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. |
(4) | Avidity Capital Partners Fund (GP) LP is the general partner of Avidity Master Fund LP and Avidity Capital Fund II LP (collectively, the “Avidity Funds”). Avidity Capital Partners (GP) LLC is the general partner of Avidity Capital Partners Fund (GP) LP. David Witzke and Michael Gregory are the managing members of Avidity Capital Partners (GP) LLC and may be deemed to have voting and dispositive power over the securities held directly by the Avidity Funds. The address of the Avidity Funds is 2828 N. Harwood St., Suite 1220, Dallas, TX 75201. |
(5) | The registered holders of the referenced shares to be registered are the following funds and accounts under management by subsidiaries of BlackRock, Inc.: Arch Reinsurance Ltd.; BlackRock Capital Allocation Trust; BlackRock Global Long/Short Credit Fund of BlackRock Funds IV; BlackRock Health Sciences Opportunities Portfolio, a Series of BlackRock Funds; BlackRock Health Sciences Trust; BlackRock Health Sciences Trust II; Master Total Return Portfolio of Master Bond LLC and BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V. BlackRock, Inc. is the ultimate parent holding company of |
such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The addresses of such funds and accounts, such subsidiaries and such portfolio managers and/or investment committee members are 55 East 52nd Street, New York, NY 10055 and 60 State Street, 19th/20th Floor, Boston, MA 02109. Shares shown include only the securities being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock, Inc. |
(6) | ClearBridge Investments, LLC is the discretionary investment adviser of ClearBridge Small Cap Fund, ClearBridge Small Cap CIF and Guardian Small Cap Core VIP Fund (collectively, the “ClearBridge Funds”). Albert Grosman and Brian Lund are portfolio managers at ClearBridge Investments, LLC and have voting and investment control of the securities held by the ClearBridge Funds. Based on information provided to us by the Selling Securityholder, the Selling Securityholder may be deemed to be an affiliate of a broker-dealer. Based on such information, the Selling Securityholder acquired the securities being registered hereunder in the ordinary course of business, and at the time of the acquisition of the securities, the Selling Securityholder did not have any agreements or understandings with any person to distribute such securities. |
(7) | Represents (a) 3,426,488 shares owned of record by Eminence Holdings LLC (“Eminence Holdings”) and (b) 573,512 shares owned of record by EC Longhorn LLC (“Longhorn”) and includes 3,871,691 shares of Class A Common Stock that are not registered hereunder. Eminence Capital, LP (“Eminence Capital”) serves as the investment adviser to each of Eminence Holdings and Longhorn. Ricky C. Sandler is the Chief Executive Officer of Eminence Capital. Mr. Sandler and Eminence Capital may be deemed to have shared voting and dispositive power over the shares owned of record by Eminence Holdings and Longhorn. Each of Mr. Sandler and Eminence Capital expressly disclaims beneficial ownership of such securities. The principal business address of Eminence Capital, LP and its affiliates is 399 Park Avenue, 25th Floor, New York, New York 10022. |
(8) | These accounts are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act advised by Fidelity Management & Research Company, LLC, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company, LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address for the Fidelity accounts is 245 Summer Street, Boston, Massachusetts 02210. |
(9) | Maverick Capital, Ltd., or Maverick Capital, is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and acts as the investment adviser to each of Maverick Fund USA, Ltd. and Maverick Fund II, Ltd. Maverick Capital Management, LLC, or Maverick Management, is the general partner of Maverick Capital. Lee S. Ainslie III is the manager of Maverick Management. The address for the Maverick Fund USA, Ltd. and Maverick Fund II, Ltd. is c/o Maverick Capital, Ltd., 1900 N. Pearl Street, 20th Floor, Dallas, Texas 75201. |
(10) | Includes 1,627,430 shares of the Company’s Class A Common Stock beneficially owned by Integrated Core Strategies (US) LLC, a Delaware limited liability company (“Integrated Core Strategies”) (consisting of 208,204 shares of the Company’s Class A Common Stock purchased in a private placement pursuant to a subscription agreement dated December 18, 2020 and 1,419,226 shares of the Company’s Class A Common |
Stock acquired separately from the private placement). Does not include: (i) 440,892 shares of the Company’s Class A Common Stock beneficially owned by ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands (“ICS Opportunities”) (consisting of 435,492 shares of the Company’s Class A Common Stock and 5,400 shares of the Company’s Class A Common Stock issuable upon exercise of certain warrants); (ii) 168,906 shares of the Company’s Class A Common Stock beneficially owned by ICS Opportunities II LLC, a Cayman Islands limited liability company (“ICS Opportunities II”); and (iii) 98,759 shares of the Company’s Class A Common Stock beneficially owned by Integrated Assets, Ltd., an exempted company organized under the laws of the Cayman Islands (“Integrated Assets”). Millennium International Management LP, a Delaware limited partnership (“Millennium International Management”), is the investment manager to ICS Opportunities, ICS Opportunities II and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities, ICS Opportunities II and Integrated Assets. Millennium Management LLC, a Delaware limited liability company (“Millennium Management”), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% owner of ICS Opportunities, ICS Opportunities II and Integrated Assets and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities, ICS Opportunities II and Integrated Assets. Millennium Group Management LLC, a Delaware limited liability company (“Millennium Group Management”), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities, ICS Opportunities II and Integrated Assets. The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen (“Mr. Englander”), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, ICS Opportunities, ICS Opportunities II and Integrated Assets. The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, ICS Opportunities, ICS Opportunities II or Integrated Assets, as the case may be. The address of Integrated Core Strategies is 399 Park Avenue New York, New York 10022. |
(11) | Perceptive Advisors LLC (Perceptive) is the investment manager to the Master Fund and may be deemed to beneficially own the securities directly held by the Master Fund. Joseph Edelman is the managing member of Perceptive. Perceptive and Mr. Edelman may be deemed to beneficially own the shares held by the Master Fund. The address of Perceptive is 51 Astor Place, 10th Floor, New York, New York 10003. |
(12) | Wellington Management Company LLP and Wellington Management Group LLP may each be deemed to share beneficial ownership (within the meaning of Rule 13d—3 promulgated under the Exchange Act) of the securities, all of which are held of record by the entity or a nominee on its behalf. Wellington Management Company LLP, the investment adviser to the securityholder, is an investment adviser registered under the Investment Advisers Act of 1940 and is an indirect subsidiary of Wellington Management Group LLP. The business address of Wellington Management Company LLP and Wellington Management Group LLP is 280 Congress Street, Boston, Massachusetts 02210. |
(13) | Carlos de Solo, our Chief Executive Officer and President and a member of our Board, beneficially owns the shares of Class A Common Stock held by O.M., as the Selling Securityholder. Includes 960,818 shares of Class A Common Stock that were issued as Earnout Shares, and Solely with respect to the “Shares of Class A Common Stock Offered” includes |
(14) | Alberto de Solo, our Executive Vice President and Chief Operating Officer, beneficially owns the shares of Class A Common Stock held by C.D.G., as the Selling Securityholder. Includes 434,471 shares of Class A Common Stock that were issued as Earnout Shares, and “Shares of Class A Common Stock Offered” |
includes 434,471 shares of Class A Common Stock which remain issuable as Earnout Shares pursuant to the terms of the Business Combination Agreement. |
(15) | Joseph N. De Vera, our Senior Vice President and Legal Counsel, beneficially owns the shares of Class A Common Stock held by Joseph N. De Vera, Inc., as the Selling Securityholder. Includes 202,259 shares of Class A Common Stock that were issued as Earnout Shares, and “Shares of Class A Common Stock Offered” includes 202,260 shares of Class A Common Stock which remain issuable as Earnout Shares pursuant to the terms of the Business Combination Agreement. |
(16) | Consists of 15,000 shares Class A Common Stock previously held by Joseph N. De Vera, Inc. and gifted to Jonathan Paul De Vera. |
(17) | Nayan K. Pathak beneficially owns the shares of Class A Common Stock held by NKP CareMax LLC, as the Selling Securityholder. Includes 105,000 shares of Class A Common Stock that were issued as Earnout Shares, and “Shares of Class A Common Stock Offered” includes 105,000 shares of Class A Common Stock which remain issuable as Earnout Shares pursuant to the terms of the Business Combination Agreement. |
(18) | Benjamin Quirk, our Senior Vice President and Chief Strategy Officer, beneficially owns the shares of Class A Common Stock held by Mouquin Trotter, Inc., as the Selling Securityholder. Includes 47,452 shares of Class A Common Stock that were issued as Earnout Shares, and “Shares of Class A Common Stock Offered” includes 47,452 shares of Class A Common Stock which remain issuable as Earnout Shares pursuant to the terms of the Business Combination Agreement. |
(19) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Athyrium Opportunities III Acquisition LP as a partner of IMC Holdings, LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition LP. Jeffrey A. Ferrell is President of Athyrium Opportunities Associates III GP LLC and the Managing Member of Athyrium Funds GP Holdings LLC, which is the Managing Member of Athyrium Opportunities Associates III GP LLC, and in his capacity as such may be deemed to exercise shared voting and investment power over the shares owned by Athyrium Opportunities III Acquisition LP. Jeffrey A. Ferrell and each of the foregoing entities disclaims beneficial ownership of such shares that he or it does not directly own except to the extent of his or its pecuniary interest therein. The business address of each of the foregoing is c/o Athyrium Capital Management, LP, 505 Fifth Avenue, Floor 18, New York, New York 10017. |
(20) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Athyrium Opportunities III Acquisition 2 LP as a partner of IMC Holdings, LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition 2 LP. Jeffrey A. Ferrell is President of Athyrium Opportunities Associates III GP LLC and the Managing Member of Athyrium Funds GP Holdings LLC, which is the Managing Member of Athyrium Opportunities Associates III GP LLC, and in his capacity as such may be deemed to exercise shared voting and investment power over the shares owned by Athyrium Opportunities III Acquisition 2 LP. Jeffrey A. Ferrell and each of the foregoing entities disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. The business address of each of the foregoing is c/o Athyrium Capital Management, LP, 505 Fifth Avenue, Floor 18, New York, New York 10017. |
(21) | “Shares of Class A Common Stock Offered” includes 1,450,000 shares of Class A Common Stock which remain issuable as Earnout Shares pursuant to the terms of the Business Combination Agreement. All investment and voting decisions with regard to shares of Class A Common Stock are made by the board of managers of IMC Holdings, LP, which is composed of seven individuals. |
(22) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Comvest IMC Holdings, LLC as a partner of IMC Holdings, LP. |
(23) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Operating Advisory Group, LLC as a partner of IMC Holdings, LP. |
(24) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Justo Pozo as a partner of IMC Holdings, LP. |
(25) | Bill Lamoreaux is our former Executive Vice President and the former Chief Executive Officer of IMC. Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Bill Lamoreaux as a partner of IMC Holdings, LP. |
(26) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to John Randazzo as a partner of IMC Holdings, LP. |
(27) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Mayda Antun, M.D. as a partner of IMC Holdings, LP. |
(28) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Tom Aponte as a partner of IMC Holdings, LP. |
(29) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Ismael Caicedo as a partner of IMC Holdings, LP. |
(30) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Pablo Alonso as a partner of IMC Holdings, LP. |
(31) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Gordon Carroll as a partner of IMC Holdings, LP. |
(32) | Kevin Wirges is our Executive Vice President, Chief Financial Officer and Treasurer. Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to as a partner of IMC Holdings, LP. |
(33) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Douglas Cowieson as a partner of IMC Holdings, LP. |
(34) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Felix German as a partner of IMC Holdings, LP. |
(35) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Cristina Pinckney as a partner of IMC Holdings, LP. |
(36) | Consists of shares of Class A Common Stock previously held by IMC Holdings, LP and distributed to Karen Pacheco as a partner of IMC Holdings, LP. |
(37) | Comprised of 50,000 Founder Shares held directly by Steven Hochberg, a partner in Deerfield Management, for the benefit, and at the direction, of Deerfield Management initially purchased by the Sponsor for $0.009 per share (or $0.007 on a post-split basis) and transferred to Steven Hochberg for the same per-share price initially paid by the Sponsor. Mr. Hochberg disclaims beneficial ownership of such shares. |
(38) | Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Shares of Class A Common Stock Offered includes: (i) |
(39) | Comprised of 515,419 shares of Class A Common Stock previously held by the Sponsor, distributed to RAB Ventures (DFP) LLC (“RAB”) as a member of the Sponsor and subsequently distributed to Tara Acquisition LLC as a member of RAB. |
(40) | Comprised of 53,900 shares of Class A Common Stock, 46,667 Private Warrants and an equal number shares of Class A Common Stock underlying such Private Warrants previously held by the Sponsor, |
distributed to RAB as a member of the Sponsor and subsequently distributed to the Gary Davis 1995 Trust for Children Howard Sharfstein, Trustee, as a member of RAB. |
(41) | Comprised of 25,564 shares of Class A Common Stock (including 5,352 shares of Class A Common Stock initially purchased by the Sponsor in the Deerfield PIPE Investments for a purchase price of $10.00 per share), 17,500 Private Warrants and an equal number shares of Class A Common Stock underlying such Private Warrants previously held by the Sponsor, distributed to RAB as a member of the Sponsor and subsequently distributed to Jane B. Hankin as a member of RAB. |
(42) | Comprised of 16,844 shares of Class A Common Stock, 14,583 Private Warrants and an equal number shares of Class A Common Stock underlying such Private Warrants previously held by the Sponsor, distributed to RAB as a member of the Sponsor and subsequently distributed to Anthony Wolk as a member of RAB. |
(43) | Comprised of 281,309 shares of Class A Common Stock that are not registered hereunder and 139,754 shares of Class A Common Stock underlying an equal number of Public Warrants that will become exercisable 30 days following the Closing, in each case held by Randy Simpson, our director. |
(44) | Richard Barasch is the former Executive Chair of our Board. Comprised of: (i) 50,000 Founder Shares initially purchased by the Sponsor for $0.009 per share (or $0.007 on a post-split basis) and transferred to Richard Barasch for the same per-share price initially paid by the Sponsor; (ii) 166,071 shares of Class A Common Stock (including 31,321 shares of Class A Common Stock initially purchased by the Sponsor in the Deerfield PIPE Investments for a purchase price of $10.00 per share), 562,917 Private Warrants and an equal number shares of Class A Common Stock underlying such Private Warrants previously held by the Sponsor, distributed to RAB as a member of the Sponsor and subsequently distributed to Richard Barasch as a member of RAB. |
(45) | Christopher Wolfe is the former Chief Financial Officer of DFHT. Comprised of: (i) 50,000 Founder Shares initially purchased by the Sponsor for $0.009 per share (or $0.007 on a post-split basis) and transferred to Christopher Wolfe for the same per-share price initially paid by the Sponsor; (ii) 134,750 Founder Shares initially purchased by the Sponsor for $0.009 per share (or $0.007 on a post-split basis) and distributed to RAB as a member of the Sponsor; (ii) 116,667 Private Warrants, and an equal number shares of Class A Common Stock underlying such Private Warrants, initially purchased by the Sponsor at a price of $1.50 per Private Warrant and distributed to Christopher Wolfe as a member of the Sponsor; and (iii) 5,112 shares of Class A Common Stock initially purchased by the Sponsor in the Deerfield PIPE Investments for a purchase price of $10.00 per share and distributed to Christopher Wolfe as a member of the Sponsor. |
(46) | Dr. Peter J. Fitzgerald is a former director of DFHT. Comprised of 25,000 Founder Shares initially purchased by the Sponsor for $0.009 per share (or $0.007 on a post-split basis) and transferred to Dr. Peter J. Fitzgerald for the same per-share price initially paid by the Sponsor. |
(47) | Dr. Linda Grais is a former director of DFHT. Comprised of 25,000 Founder Shares initially purchased by the Sponsor for $0.009 per share (or $0.007 on a post-split basis) and transferred to Dr. Linda Grais for the same per-share price initially paid by the Sponsor. |
(48) | Hon. Dr. David J. Shulkin serves on our Board as a director. Comprised of 25,000 Founder Shares initially purchased by the Sponsor for $0.009 per share (or $0.007 on a post-split basis) and transferred to Hon. Dr. David J. Shulkin for the same per-share price initially paid by the Sponsor. |
(49) | Represents the 384,615 shares of Class A Common Stock received as consideration for the SMA Transaction at a value of approximately $13.00 per share. See “ Certain Relationships with Selling Securityholders —SMA Transaction” |
(50) | The shares being registered for resale on this prospectus were acquired in connection with the Third-Party PIPE Investments for a purchase price of $10.00 per share. |
(51) | The shares being registered for resale on this prospectus were issued as consideration for the Business Combination at Closing at a reference price of $10.00 per share. |
(52) | Shares of Class A Common Stock distributed to RAB as a member of the Sponsor and subsequently distributed to the respective Selling Securityholder as a member of RAB includes a portion of (i) 741,125 Founder Shares initially purchased by the Sponsor for $0.009 per share (or $0.007 on a post-split basis) and (ii) 36,673 shares of Class A Common Stock initially purchased by the Sponsor in the Deerfield PIPE Investments for a purchase price of $10.00 per share. |
(53) | Private Warrants distributed to RAB as a member of the Sponsor and subsequently distributed to the respective Selling Securityholder as a member of RAB includes a portion of 641,667 Private Warrants, and |
an equal number shares of Class A Common Stock underlying such Private Warrants, s initially purchased by the Sponsor at a price of $1.50 per Private Warrant. |
Redemption Date | Fair Market Value of Class A Common Stock | |||||||||||||||||||||||||||||||||||
(period to expiration of warrants) | ≤ 10.00 | 11.00 | 12.00 | 13.00 | 14.00 | 15.00 | 16.00 | 17.00 | ≥ 18.00 | |||||||||||||||||||||||||||
60 months | 0.261 | 0.281 | 0.297 | 0.311 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
57 months | 0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months | 0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months | 0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months | 0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months | 0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months | 0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months | 0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months | 0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months | 0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months | 0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months | 0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months | 0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months | 0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months | 0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months | 0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
12 months | 0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months | 0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months | 0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months | 0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months | — | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-8 | ||||
F-40 | ||||
F-41 | ||||
F-42 | ||||
F-43 | ||||
F-45 |
ITEM 1. | FINANCIAL STATEMENTS |
December 31, 2021 | December 31, 2020 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 47,917 | $ | 4,934 | ||||
Accounts receivable, net | 41,998 | 9,395 | ||||||
Inventory | 550 | 15 | ||||||
Prepaid expenses | 17,040 | 183 | ||||||
Risk settlements due from providers | 539 | 80 | ||||||
Due from related parties | 0 | 274 | ||||||
Total Current Assets | 108,044 | 14,881 | ||||||
Property and equipment, net | 15,993 | 4,796 | ||||||
Goodwill | 464,566 | 10,068 | ||||||
Intangible assets, net | 59,811 | 8,575 | ||||||
Deferred debt issuance costs | 1,972 | 0 | ||||||
Other assets | 2,706 | 183 | ||||||
Total Assets | $ | 653,092 | $ | 38,503 | ||||
LIABILITIES AND STOCKHOLDERS’/MEMBERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | $ | 3,110 | $ | 1,044 | ||||
Accrued expenses | 8,686 | 2,572 | ||||||
Accrued interest payable | 4 | 149 | ||||||
Risk settlements due to providers | 196 | 643 | ||||||
Current portion of long-term debt | 6,275 | 1,004 | ||||||
Due to related parties | 0 | 39 | ||||||
Other current liabilities | 3,687 | 0 | ||||||
Total Current Liabilities | 21,959 | 5,451 | ||||||
Derivative warrant liabilities | 8,375 | 0 | ||||||
Long-term debt, less current portion | 110,960 | 26,325 | ||||||
Other liabilities | 6,428 | 0 | ||||||
Total Liabilities | 147,722 | 31,776 | ||||||
COMMITMENTS AND CONTINGENCIES | 0 | 0 | ||||||
STOCKHOLDERS’/MEMBER’S EQUITY | ||||||||
Class A Common stock ($0.0001 par value; 250,000,000 shares authorized; 87,367,972 shares issued and outstanding at December 31, 2021) | 9 | 0 | ||||||
Additional paid-in-capital | 505,327 | 0 | ||||||
Retained earnings | 33 | 0 | ||||||
Member units (0 par value, 200 authorized, issued and outstanding at December 31, 2020) | 0 | 223 | ||||||
Members’ equity | 0 | 6,504 | ||||||
Total Stockholders’/Members’ Equity | 505,370 | 6,727 | ||||||
Total Liabilities and Stockholders’/Members’ Equity | $ | 653,092 | $ | 38,503 | ||||
For the Twelve Months Ended December 31, | For the Twelve Months Ended December 31, | |||||||
2021 | 2020 | |||||||
Revenue | ||||||||
Medicare risk-based revenue | $ | 233,282 | $ | 103,051 | ||||
Medicaid risk-based revenue | 46,493 | 0 | ||||||
Other revenue | 15,987 | 370 | ||||||
Total revenue | 295,762 | 103,421 | ||||||
Operating Expenses | ||||||||
External provider costs | 206,747 | 66,050 | ||||||
Cost of care | 57,566 | 17,373 | ||||||
Sales and marketing | 4,955 | 1,067 | ||||||
Corporate, general and administrative | 40,579 | 7,748 | ||||||
Depreciation and amortization | 13,216 | 1,501 | ||||||
Acquisition related costs | 1,522 | 0 | ||||||
Total operating expenses | 324,585 | 93,739 | ||||||
Operating (loss) income | (28,822 | ) | 9,682 | |||||
Interest (expense), net | (4,492 | ) | (1,659 | ) | ||||
Gain on remeasurement of warrant liabilities | 20,757 | 0 | ||||||
Gain on remeasurement of contingent earnout liabilities | 5,794 | 0 | ||||||
Loss on disposal of fixed assets, net | (50 | ) | 0 | |||||
Gain (loss) on extinguishment of debt, net | 1,630 | (451 | ) | |||||
Other expenses, net | (1,333 | ) | 0 | |||||
Income (loss) before income tax | (6,516 | ) | 7,572 | |||||
Income tax provision | 159 | 0 | ||||||
Net (loss) income | $ | (6,675 | ) | $ | 7,572 | |||
Net (loss) income attributable to non-controlling interest | 0 | (29 | ) | |||||
Net (loss) income attributable to controlling interest | $ | (6,675 | ) | $ | 7,601 | |||
Net (loss) income attributable to CareMax, Inc. Class A common stockholders | $ | (6,675 | ) | $ | 7,601 | |||
Weighted average basic shares outstanding | 52,620,980 | 10,796,069 | ||||||
Weighted average diluted shares outstanding | 52,620,980 | 10,796,069 | ||||||
Net (loss) income per share | ||||||||
Basic | $ | (0.13 | ) | $ | 0.70 | |||
Diluted | $ | (0.13 | ) | $ | 0.70 |
Class A Common Stock | Additional Paid-in-capital | Total Controlling Interest | Retained Earnings / (Accumulated Deficit) | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||||||
BALANCE — DECEMBER 31, 2019 | 0 | $ | 0 | $ | 0 | $ | 5,160 | $ | 0 | $ | (214 | ) | $ | 4,946 | ||||||||||||||
Net income (loss) | — | — | — | 7,601 | — | (29 | ) | 7,572 | ||||||||||||||||||||
Purchase of non-controlling interest ownership | — | — | — | (2,100 | ) | — | — | (2,100 | ) | |||||||||||||||||||
Change in ownership due to change in non-controlling interest | — | — | — | (243 | ) | — | 243 | — | ||||||||||||||||||||
Distributions | (3,691 | ) | (3,691 | ) | ||||||||||||||||||||||||
BALANCE — DECEMBER 31, 2020 | 0 | $ | 0 | $ | 0 | $ | 6,727 | $ | 0 | $ | (260 | ) | $ | 6,727 | ||||||||||||||
BALANCE —DECEMBER 31, 2020 | 0 | $ | 0 | $ | 0 | $ | 6,727 | $ | 0 | $ | — | $ | 6,727 | |||||||||||||||
Activity prior to the business combination: | ||||||||||||||||||||||||||||
Net loss | (5,185 | ) | (5,185 | ) | ||||||||||||||||||||||||
Effects of the business combination: | ||||||||||||||||||||||||||||
Reverse recapitalization | 28,764,819 | 3 | (186,767 | ) | (1,542 | ) | 1,523 | — | (186,783 | ) | ||||||||||||||||||
Equity consideration issued to acquire IMC | 10,412,023 | 1 | 155,346 | — | — | — | 155,347 | |||||||||||||||||||||
Shares issued for holdback | 71,000 | — | 821 | — | — | — | 821 | |||||||||||||||||||||
Proceeds from the sale of Class A common stock, net of offering costs | 41,000,000 | 4 | 397,525 | — | — | — | 397,529 | |||||||||||||||||||||
Activity after the business combination: | ||||||||||||||||||||||||||||
Equity consideration issued to acquire SMA | 384,615 | — | 5,027 | — | — | — | 5,027 | |||||||||||||||||||||
Equity consideration issued to acquire DNF | 2,741,528 | — | 26,072 | — | — | — | 26,072 | |||||||||||||||||||||
Equity consideration issued to acquire BIX and Advantis | 293,987 | — | 2,231 | — | — | — | 2,231 | |||||||||||||||||||||
Contingently issuable stock to CMG Sellers and IMC Parent — First Share Price Trigger on EarnoutShares | 3,200,000 | 1 | 39,109 | — | — | — | 39,110 | |||||||||||||||||||||
Reclassification of contingent consideration previously liability classified | — | — | 45,088 | — | — | — | 45,088 | |||||||||||||||||||||
Proceeds from the sale of Class A common stock, net of offering costs | 500,000 | — | 6,650 | — | — | — | 6,650 | |||||||||||||||||||||
Stock compensation expense | — | — | 1,341 | — | — | — | 1,341 | |||||||||||||||||||||
Series A Warrants issued under the Advisory Agreement | — | — | 12,883 | — | — | — | 12,883 | |||||||||||||||||||||
Net loss | — | — | — | — | (1,490 | ) | — | (1,490 | ) | |||||||||||||||||||
BALANCE — DECEMBER 31, 2021 | 87,367,972 | $ | 9 | $ | 505,327 | $ | 0 | $ | 33 | $ | 0 | $ | 505,370 | |||||||||||||||
Class A Common Stock | Additional Paid-in-capital | Total Controlling Interest | Retained Earnings / (Accumulated Deficit) | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||||||
BALANCE — DECEMBER 31, 2019 | 0 | $ | 0 | $ | 0 | $ | 5,160 | $ | 0 | $ | (214 | ) | $ | 4,946 | ||||||||||||||
Net income (loss) | — | — | — | 7,601 | — | (29 | ) | 7,572 | ||||||||||||||||||||
Purchase of non-controlling interest ownership | — | — | — | (2,100 | ) | — | — | (2,100 | ) | |||||||||||||||||||
Change in ownership due to change in non-controlling interest | — | — | — | (243 | ) | — | 243 | — | ||||||||||||||||||||
Distributions | (3,691 | ) | (3,691 | ) | ||||||||||||||||||||||||
BALANCE — DECEMBER 31, 2020 | 0 | $ | 0 | $ | 0 | $ | 6,727 | $ | 0 | $ | (260 | ) | $ | 6,727 | ||||||||||||||
BALANCE —DECEMBER 31, 2020 | 0 | $ | 0 | $ | 0 | $ | 6,727 | $ | 0 | $ | — | $ | 6,727 | |||||||||||||||
Activity prior to the business combination: | ||||||||||||||||||||||||||||
Net loss | (5,185 | ) | (5,185 | ) | ||||||||||||||||||||||||
Effects of the business combination: | ||||||||||||||||||||||||||||
Reverse recapitalization | 28,764,819 | 3 | (186,767 | ) | (1,542 | ) | 1,523 | — | (186,783 | ) | ||||||||||||||||||
Equity consideration issued to acquire IMC | 10,412,023 | 1 | 155,346 | — | — | — | 155,347 | |||||||||||||||||||||
Shares issued for holdback | 71,000 | — | 821 | — | — | — | 821 | |||||||||||||||||||||
Proceeds from the sale of Class A common stock, net of offering costs | 41,000,000 | 4 | 397,525 | — | — | — | 397,529 | |||||||||||||||||||||
Activity after the business combination: | ||||||||||||||||||||||||||||
Equity consideration issued to acquire SMA | 384,615 | — | 5,027 | — | — | — | 5,027 | |||||||||||||||||||||
Equity consideration issued to acquire DNF | 2,741,528 | — | 26,072 | — | — | — | 26,072 | |||||||||||||||||||||
Equity consideration issued to acquire BIX and Advantis | 293,987 | — | 2,231 | — | — | — | 2,231 | |||||||||||||||||||||
Contingently issuable stock to CMG Sellers and IMC Parent — First Share Price Trigger on EarnoutShares | 3,200,000 | 1 | 39,109 | — | — | — | 39,110 | |||||||||||||||||||||
Reclassification of contingent consideration previously liability classified | — | — | 45,088 | — | — | — | 45,088 | |||||||||||||||||||||
Proceeds from the sale of Class A common stock, net of offering costs | 500,000 | — | 6,650 | — | — | — | 6,650 | |||||||||||||||||||||
Stock compensation expense | — | — | 1,341 | — | — | — | 1,341 | |||||||||||||||||||||
Series A Warrants issued under the Advisory Agreement | — | — | 12,883 | — | — | — | 12,883 | |||||||||||||||||||||
Net loss | — | — | — | — | (1,490 | ) | — | (1,490 | ) | |||||||||||||||||||
BALANCE — DECEMBER 31, 2021 | 87,367,972 | $ | 9 | $ | 505,327 | $ | 0 | $ | 33 | $ | 0 | $ | 505,370 | |||||||||||||||
Twelve Months Ended December 31, 2021 | Twelve Months Ended December 31, 2020 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net (Loss)/Income | $ | (6,675 | ) | $ | 7,572 | |||
Adjustments to reconcile net (loss)/income to net cash | ||||||||
(Used in)/provided by operating activities: | ||||||||
Depreciation expense | 2,813 | 858 | ||||||
Amortization expense | 10,402 | 643 | ||||||
Amortization of debt issuance costs | 866 | 177 | ||||||
Stock compensation expense | 1,341 | 0 | ||||||
Change in fair value of warrant liabilities | (20,757 | ) | 0 | |||||
Gain on fair value change of contingent earnout shares liability | (5,794 | ) | 0 | |||||
(Gain) loss on extinguishment of debt | (1,630 | ) | 451 | |||||
Other Non-cash, net | 331 | 0 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (3,836 | ) | (4,208 | ) | ||||
Inventory | (85 | ) | (5 | ) | ||||
Prepaid expenses | (768 | ) | 6 | |||||
Risk settlements due from/due to providers | (459 | ) | 248 | |||||
Due to/from related parties | 235 | (146 | ) | |||||
Other assets | (1,501 | ) | 12 | |||||
Accounts payable | (984 | ) | (686 | ) | ||||
Accrued expenses | 1,216 | 394 | ||||||
Other liabilities | 1,574 | 0 | ||||||
Accrued interest | (145 | ) | 0 | |||||
Net Cash (Used In)/Provided by Operating Activities | (23,856 | ) | 5,316 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Purchase of property and equipment | (3,990 | ) | (2,151 | ) | ||||
Acquisition of businesses | (309,707 | ) | (2,566 | ) | ||||
Acquisition of intangible assets | (2,882 | ) | 0 | |||||
Asset purchase agreement holdback payment | 0 | (329 | ) | |||||
Purchase of noncontrolling interest ownership | 0 | (1,897 | ) | |||||
Net Cash Used in Investing Activities | (316,579 | ) | (6,942 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Borrowings under revolving loan commitment | 0 | 4,075 | ||||||
Loan from Paycheck Protection Program | 0 | 2,164 | ||||||
Proceeds from issuance of Class A common stock | 415,000 | 0 | ||||||
Issuance costs of Class A common stock | (12,471 | ) | 0 | |||||
Reverse recapitalization | (108,435 | ) | 0 | |||||
Proceeds from borrowings on long-term debt and credit facilities | 125,000 | 0 | ||||||
Principal payments on long-term debt | (27,711 | ) | (425 | ) | ||||
Payment of deferred financing costs | (7,478 | ) | 0 | |||||
Payment of debt prepayment penalties | (487 | ) | 0 | |||||
Distributions to members | 0 | (3,691 | ) | |||||
Net Cash Provided by Financing Activities | 383,418 | 2,123 | ||||||
NET INCREASE IN CASH | 42,983 | 497 | ||||||
Cash — Beginning of Period | 4,934 | 4,438 | ||||||
CASH — END OF PERIOD | $ | 47,917 | $ | 4,934 | ||||
Twelve Months Ended December 31, 2021 | Twelve Months Ended December 31, 2020 | |||||||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
Equity consideration issued in acquisitions | $ | 188,678 | $ | 0 | ||||
Contingent consideration issued in business combination | 38,348 | 0 | ||||||
Purchase of non-controlling interest through accounts payable | 0 | 203 | ||||||
Payroll Protection Program loan forgiveness | 2,164 | 0 | ||||||
Equity/Warrant consideration issued under the Advisory Agreement | 14,533 | 0 | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH ACTIVITIES: | ||||||||
Cash paid for interest | 4,423 | 1,251 | ||||||
Acquisition of business financed through deferred consideration | 0 | 450 | ||||||
Purchase of property and equipment through long-term debt | 0 | 50 | ||||||
Debt issuance and interest costs paid through long-term debt | 0 | 399 | ||||||
Extinguishment of long-term debt through new debt proceeds | 0 | 2,500 | ||||||
Acquisition of business financed through long-term debt | 0 | 6,051 |
Leasehold Improvements | 15 to 39 Years | |
Furniture and Equipment | 5 to 7 Years | |
Vehicles | 5 Years | |
Software | 3 Years |
Cash consideration (1) | $ | 172,302 | ||
Share consideration (2) | $ | 155,347 | ||
Contingent consideration (3) | $ | 40,785 | ||
Other consideration (4) | $ | 1,271 |
(1) | Represents cash consideration inclusive of the payment of $79.8 million of IMC debt simultaneous with the Closing and the reimbursement of IMC Parent’s transaction costs of $7.3 million. |
(2) | Represent the issuance of 10,412,023 shares of Class A Common Stock, which shares were issued at a reference price of $10.00 per share, but the value of which was $14.92 per share, the closing price on the date of the IMC Acquisition. |
(3) | Represents the fair value of equity-classified contingent consideration. |
(4) | Represents the fair value of cash and equity purchase consideration held in escrow pending the finalization of final closing adjustments. |
Purchase price allocation | ||||
Cash | $ | 14,842 | ||
Accounts receivable | 21,298 | |||
Other current assets | 1,446 | |||
Property, plant, & equipment | 6,198 | |||
Intangible assets | 34,121 | |||
Other assets | 448 | |||
Accounts payable and accrued expenses | (8,793 | ) | ||
Long term debt | (197 | ) | ||
Other long term liabilities | (1,898 | ) | ||
Net Assets Acquired | 67,465 | |||
Excess of Consideration over Net Assets Acquired | 302,240 | |||
Total Consideration | $ | 369,705 | ||
Cash consideration (1) | $ | 52,000 | ||
Share consideration (2) | $ | 5,027 |
(1) | Represents cash consideration of $52.0 million inclusive of $2.5 million held in escrow and $145,000 in SMA seller transaction cost. |
(2) | Represents equity consideration of 384,615 shares of Class A Common Stock valued at $5.0 million based on the June 18, 2021 closing price of $13.07. |
Purchase price allocation | ||||
Cash | $ | 73 | ||
Accounts receivable | 1,830 | |||
Property, plant, & equipment | 178 | |||
Intangible assets | 9,404 | |||
Other assets | 29 | |||
Accounts payable and accrued expenses | (178 | ) | ||
Net Assets Acquired | 11,336 | |||
Excess of Consideration over Net Assets Acquired | 45,691 | |||
Total Consideration | $ | 57,027 | ||
Cash consideration (1) | $ | 88,118 | ||
Share consideration (2) | $ | 26,072 |
(1) | Represents cash consideration of $88.1 million inclusive of $11.0 million held in escrow and $242,000 in DNF seller transaction costs. |
(2) | Represents equity consideration of 2,741,528 shares of Class A Common Stock valued at $26.1 million based on the September 1, 2021 closing price of $9.51. |
Purchase price allocation | ||||
Accounts receivable | $ | 3,732 | ||
Property, plant, & equipment | 3,520 | |||
Intangible assets | 15,329 | |||
Other assets | 65 | |||
Net Assets Acquired | 22,646 | |||
Excess of Consideration over Net Assets Acquired | 91,544 | |||
Total Consideration | $ | 114,190 | ||
Cash consideration (1) | $ | 9,865 | ||
Share consideration (2) | $ | 1,107 |
(1) | Represents cash consideration of $9.9 million inclusive of $900,000 held in escrow and $60,000 in Advantis seller transaction cost |
(2) | Represents equity consideration of 145,883 shares of Class A Common Stock valued at $1.1 million based on the December 22, 2021 closing price of $7.59. |
Purchase price allocation | ||||
Accounts receivable | $ | 242 | ||
Property, plant, & equipment | 18 | |||
Intangible assets | 1,064 | |||
Other assets | 20 | |||
Net Assets Acquired | 1,344 | |||
Excess of Consideration over Net Assets Acquired | 9,628 | |||
Total Consideration | $ | 10,972 | ||
Cash consideration (1) | $ | 4,000 | ||
Share consideration (2) | $ | 1,124 |
(1) | Represents cash consideration of $4.0 million. |
(2) | Represents equity consideration of 148,104 shares of Class A Common Stock valued at $1.1 million based on the December 22, 2021 closing price of $7.59. |
Purchase price allocation | ||||
Intangible assets | 289 | |||
Net Assets Acquired | 289 | |||
Excess of Consideration over Net Assets Acquired | 4,835 | |||
Total Consideration | $ | 5,124 | ||
Carrying Amount | ||||
Balance at December 31, 2020 | $ | 10,068 | ||
Acquired goodwill during the period | 454,498 | |||
Balance at December 31, 2021 | $ | 464,566 | ||
Carrying Amount | ||||
Balance at December 31, 2020 | $ | 10,068 | ||
Acquired goodwill during the period | 454,498 | |||
Balance at December 31, 2021 | $ | 464,566 | ||
Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted Average Amortization Period (years) | |||||||||||||
December 31, 2021 | ||||||||||||||||
Risk Contracts | $ | 64,822 | $ | (9,818 | ) | $ | 55,004 | 7 | ||||||||
Non-compete agreements | 4,202 | (686 | ) | 3,516 | 5 | |||||||||||
Trademarks | 1,867 | (827 | ) | 1,040 | 2 | |||||||||||
Patents/Developed Technology | 235 | — | 235 | 5 | ||||||||||||
In-Process Research and Development | 16 | — | 16 | 1 | ||||||||||||
Total | $ | 71,141 | $ | (11,331 | ) | $ | 59,811 | |||||||||
Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted Average Amortization Period (years) | |||||||||||||
December 31, 2020 | ||||||||||||||||
Risk Contracts | $ | 8,174 | $ | (682 | ) | $ | 7,492 | 11 | ||||||||
Non-compete agreements | 1,320 | (237 | ) | 1,083 | 5 | |||||||||||
Total | $ | 9,494 | $ | (919 | ) | $ | 8,575 | |||||||||
2022 | $ | 15,134 | ||
2023 | 12,234 | |||
2024 | 10,199 | |||
2025 | 8,547 | |||
2026 | 7,616 | |||
Thereafter | 6,082 |
December 31, 2021 | December 31, 2020 | |||||||
Leasehold improvements | $ | 7,516 | $ | 2,726 | ||||
Vehicles | 3,711 | 2,823 | ||||||
Furniture and equipment | 5,470 | 1,983 | ||||||
Software | 2,950 | 0 | ||||||
Construction in progress | 2,254 | 360 | ||||||
Total | 21,902 | 7,892 | ||||||
Less: Accumulated depreciation | (5,909 | ) | (3,096 | ) | ||||
Total Property and equipment, net | $ | 15,993 | $ | 4,796 | ||||
December 31, 2021 | December 31, 2020 | |||||||
Secured term loans | $ | 121,875 | $ | 24,184 | ||||
Payroll protection plan | — | 2,164 | ||||||
Other | 65 | 1,358 | ||||||
Unamortized debt issuance costs | (4,704 | ) | (377 | ) | ||||
117,236 | 27,329 | |||||||
Current portion | (6,275 | ) | (1,004 | ) | ||||
Long-term portion | $ | 110,960 | $ | 26,325 | ||||
Amount | ||||
2022 | $ | 6,275 | ||
2023 | 6,265 | |||
2024 | 8,611 | |||
2025 | 11,726 | |||
2026 | 89,063 | |||
Total | $ | 121,940 | ||
- | be increased automatically, without further action of the Company’s board of directors, on January 1st of each calendar year commencing after the Closing Date and ending on (and including) January 1, 2031, by a number of shares of Class A Common Stock equal to the lesser of (i) four percent of the aggregate number of shares of Class A Common Stock outstanding on December 31st of the immediately preceding calendar year, excluding for this purpose any such outstanding shares of Class A Common Stock that were granted under the 2021 Plan and remain unvested and subject to forfeiture as of the relevant December 31st, or (B) a lesser number of shares of Class A Common Stock as determined by the Company’s board of directors or the Compensation Committee of the board of directors prior to the relevant January 1st. |
Number of RSUs | Wtd. Avg. Grant Date Fair Value | |||||||
Outstanding as of January 1, 2021 | 0 | $ | 0 | |||||
Granted | 975 | $ | 7.92 | |||||
Vested | 0 | $ | 0 | |||||
Forfeited | 0 | $ | 0 | |||||
Unvested and outstanding as of December 31, 2021 | 975 | $ | 7.92 | |||||
Number of PSUs | Wtd. Avg. Grant Date Fair Value | |||||||
Outstanding as of January 1, 2021 | 0 | $ | 0 | |||||
Granted | 66 | $ | 6.05 | |||||
Vested | 0 | $ | 0 | |||||
Forfeited | 0 | $ | 0 | |||||
Unvested and outstanding as of December 31, 2021 | 66 | $ | 6.05 | |||||
Performance Period | 1.7 | |||
Weighted-Average risk-free interest rate | 0.37 | % | ||
Weighted-average volatility | 55.0 | % | ||
Weighted-average dividend yield | 0.0 | % |
Number of Options | Wtd. Avg. Grant Date Fair Value | |||||||
Outstanding as of January 1, 2021 | 0 | $ | 0 | |||||
Granted | 131 | $ | 5.82 | |||||
Vested | 0 | $ | 0 | |||||
Forfeited | 0 | $ | 0 | |||||
Unvested and outstanding as of December 31, 2021 | 131 | $ | 5.82 | |||||
Performance Period | 0.8 | |||
Weighted-Average risk-free interest rate | 1.55 | % | ||
Weighted-average volatility | 54.7 | % | ||
Weighted-average dividend yield | 0.0 | % |
December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||||||||||
RSU’s | $ | 290 | $ | 0 | $ | 290 | $ | 0 | ||||||||
PSU’s | 41 | 0 | 41 | 0 | ||||||||||||
Options | 44 | 0 | 44 | 0 | ||||||||||||
Class A Common Stock | 966 | 0 | 966 | 0 | ||||||||||||
Total share-based compensation expense | $ | 1,341 | $ | 0 | $ | 1,341 | $ | 0 | ||||||||
Twelve Months Ended December 31, | ||||||||
2021 | 2020 | |||||||
Net (loss) income attributable to CareMax, Inc. Class A common stockholders | $ | (6,675 | ) | $ | 7,601 | |||
Weighted average basic shares outstanding | 52,620,980 | 10,796,069 | ||||||
Weighted average diluted shares outstanding | 52,620,980 | 10,796,069 | ||||||
Net (loss) income per share | ||||||||
Basic | $ | (0.13 | ) | $ | 0.70 | |||
Diluted | $ | (0.13 | ) | $ | 0.70 |
Twelve Months Ended December 31, | ||||||||
2021 | 2020 | |||||||
Net (loss) income attributable to CareMax, Inc. Class A common stockholders | $ | (6,675 | ) | $ | 7,601 | |||
Weighted average basic shares outstanding | 52,620,980 | 10,796,069 | ||||||
Weighted average diluted shares outstanding | 52,620,980 | 10,796,069 | ||||||
Net (loss) income per share | ||||||||
Basic | $ | (0.13 | ) | $ | 0.70 | |||
Diluted | $ | (0.13 | ) | $ | 0.70 |
December 31, 2021 Description | Quoted Prices in Active Markets (Level 1) | Significant other Observable Units (Level 2) | Significant other Unobservable Units (Level 3) | |||||||||
Derivative warrant liabilities | $ | — | $ | — | $ | 8,375 | ||||||
Liability-classified contingent consideration | — | — | 875 |
December 31, 2021 | June 8, 2021 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Unit price | $ | 7.68 | $ | 14.92 | ||||
Volatility | 37.6 | % | 29.8 | % | ||||
Expected life of the options to convert | 4.44 | 5 | ||||||
Risk-free rate | 1.17 | % | 0.77 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
Fair value of derivative warrant liabilities at Closing | $ | 29,132 | ||
Change in fair value of derivative warrant liabilities | (20,757 | ) | ||
Derivative warrant liabilities at December 31, 2021 | $ | 8,375 | ||
July 13, 2021 | ||||
Exercise price | $ | 11.50 | ||
Unit price | $ | 13.30 | ||
Volatility | 50.9 | % | ||
Expected life of the options to convert | 5.00 | |||
Risk-free rate | 0.85 | % | ||
Dividend yield | 0.0 | % |
CMG Sellers—First Share Price Trigger | July 9, 2021 | |||
Share Price Trigger | $ | 12.50 | ||
Potential Shares | 1,750,000 | |||
Beginning Share Price | $ | 14.09 | ||
Volatility | 60.7 | % | ||
Remaining Term | 0.92 | |||
Risk-free rate | 0.22 | % | ||
Dividend yield | 0.0 | % |
CMG Sellers—Second Share Price Trigger | July 9, 2021 | |||
Share Price Trigger | $ | 15.00 | ||
Potential Shares | 1,750,000 | |||
Beginning Share Price | $ | 14.09 | ||
Volatility | 60.7 | % | ||
Remaining Term | 1.92 | |||
Risk-free rate | 0.22 | % | ||
Dividend yield | 0.0 | % |
IMC Parent—First Share Price Trigger | July 9, 2021 | |||
Share Price Trigger | $ | 12.50 | ||
Potential Shares | 1,450,000 | |||
Beginning Share Price | $ | 14.09 | ||
Volatility | 60.7 | % | ||
Remaining Term | 0.92 | |||
Risk-free rate | 0.22 | % | ||
Dividend yield | 0.0 | % |
IMC Parent—Second Share Price Trigger | July 9, 2021 | |||
Share Price Trigger | $ | 15.00 | ||
Potential Shares | 1,450,000 | |||
Beginning Share Price | $ | 14.09 | ||
Volatility | 60.7 | % | ||
Remaining Term | 1.92 | |||
Risk-free rate | 0.22 | % | ||
Dividend yield | 0.0 | % |
Amount | ||||
2022 | $ | 10,087 | ||
2023 | 10,028 | |||
2024 | 9,715 | |||
2025 | 9,374 | |||
2026 | 8,685 | |||
Thereafter | 58,763 | |||
Total | $ | 106,652 |
December 31, 2021 | ||||
Deferred: | ||||
Federal | $ | 126 | ||
State | 33 | |||
(Decrease) Increase in valuation allowance | 0 | |||
Total income tax expense | $ | 159 | ||
December 31, 2021 | ||||
Deferred: | ||||
Federal | $ | 126 | ||
State | 33 | |||
(Decrease) Increase in valuation allowance | — | |||
Total income tax expense | $ | 159 | ||
December 31, 2021 | ||||
Federal statutory rate | 21.0 | % | ||
State statutory rate, net of federal benefit | 4.9 | % | ||
Nondeductible Transaction Costs | (14.2 | %) | ||
Nondeductible/nontaxable or other items | (0.2 | %) | ||
PPP Loan Forgiveness | 8.1 | % | ||
Change in valuation allowance | (22.1 | %) | ||
Income tax (expense) | (2.5 | %) | ||
December 31, 2021 | December 31, 2021 | |||||||
Deferred tax assets: | ||||||||
Accrued Expenses | $ | 2,257 | $ | 2,257 | ||||
Warrant Liabilities | 2,219 | 2,219 | ||||||
Loss carryforwards | 15,982 | 15,982 | ||||||
Interest carryforward | 6,962 | 6,962 | ||||||
Other | 0 | — | ||||||
Total deferred tax assets | 27,420 | 27,420 | ||||||
Valuation allowance | (26,128 | ) | (26,128 | ) | ||||
Net deferred tax assets | 1,292 | 1,292 | ||||||
Deferred tax liabilities: | ||||||||
Intangibles | (1,480 | ) | (1,480 | ) | ||||
Property, plant and equipment | (18 | ) | (18 | ) | ||||
Prepaid Expenses | (219 | ) | (219 | ) | ||||
Other | 0 | — | ||||||
Total deferred tax liabilities | (1,717 | ) | (1,717 | ) | ||||
Deferred tax liabilities, net | $ | (425 | ) | $ | (425 | ) | ||
March 31, 2022 | December 31, 2021 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 32,740 | $ | 47,917 | ||||
Accounts receivable, net | 53,581 | 41,998 | ||||||
Inventory | 702 | 550 | ||||||
Prepaid expenses | 20,045 | 17,040 | ||||||
Risk settlements due from providers | 655 | 539 | ||||||
Total Current Assets | 107,723 | 108,044 | ||||||
Property and equipment, net | 16,895 | 15,993 | ||||||
Goodwill | 464,264 | 464,566 | ||||||
Intangible assets, net | 55,604 | 59,811 | ||||||
Deferred debt issuance costs | 1,860 | 1,972 | ||||||
Other assets | 2,738 | 2,706 | ||||||
Total Assets | $ | 649,085 | $ | 653,092 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | $ | 5,165 | $ | 3,110 | ||||
Accrued expenses | 12,365 | 8,690 | ||||||
Risk settlements due to providers | 228 | 196 | ||||||
Current portion of long-term debt | 6,272 | 6,275 | ||||||
Other current liabilities | 4,107 | 3,687 | ||||||
Total Current Liabilities | 28,137 | 21,959 | ||||||
Derivative warrant liabilities | 11,911 | 8,375 | ||||||
Long-term debt, less current portion | 109,660 | 110,960 | ||||||
Other liabilities | 7,186 | 6,428 | ||||||
Total Liabilities | 156,895 | 147,722 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 13) | 0 | 0 | ||||||
STOCKHOLDERS’ EQUITY | ||||||||
Preferred stock (1,000,000 authorized and 0outstanding as of March 31, 2022 and December 31, 2021) | 0 | 0 | ||||||
Class A common stock ($0.0001 par value; 250,000,000 shares authorized; 87,367,972 shares issued and outstanding at March 31, 2022 and December 31, 2021) | 9 | 9 | ||||||
Additional paid-in-capital | 508,945 | 505,327 | ||||||
Retained (deficit) earnings | (16,763 | ) | 33 | |||||
Total Stockholders’ Equity | 492,190 | 505,370 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 649,085 | $ | 653,092 | ||||
Three Months Ended March 31, | Three Months Ended March 31, | |||||||
2022 | 2021 | |||||||
Revenue | ||||||||
Medicare risk-based revenue | $ | 107,747 | $ | 27,816 | ||||
Medicaid risk-based revenue | 20,165 | 0 | ||||||
Other revenue | 9,008 | 102 | ||||||
Total revenue | 136,920 | 27,918 | ||||||
Operating expenses | ||||||||
External provider costs | 92,856 | 18,159 | ||||||
Cost of care | 27,349 | 5,353 | ||||||
Sales and marketing | 3,301 | 291 | ||||||
Corporate, general and administrative | 18,978 | 1,795 | ||||||
Depreciation and amortization | 5,062 | 514 | ||||||
Acquisition related costs | 266 | 0 | ||||||
Total operating expenses | 147,811 | 26,112 | ||||||
Operating (loss) income | (10,890 | ) | 1,806 | |||||
Interest expense | (1,728 | ) | (504 | ) | ||||
Loss on remeasurement of warrant liabilities | (3,536 | ) | 0 | |||||
Other income (expense), net | (462 | ) | 0 | |||||
(Loss) income before income tax | (16,616 | ) | 1,302 | |||||
Income tax provision | (181 | ) | 0 | |||||
Net (loss) income | $ | (16,797 | ) | $ | 1,302 | |||
Weighted average basic shares outstanding | 87,367,972 | 10,796,069 | ||||||
Weighted average diluted shares outstanding | 87,367,972 | 10,796,069 | ||||||
Net (loss) income per share | ||||||||
Basic | $ | (0.19 | ) | $ | 0.12 | |||
Diluted | $ | (0.19 | ) | $ | 0.12 |
Class A Common Stock | Preferred | Additional | Members’ units | Member’s Equity | Retained Earnings (Deficit) | Total Equity | ||||||||||||||||||||||||||
Shares | Amount | Stock | Paid-in-capital | |||||||||||||||||||||||||||||
BALANCE - DECEMBER 31, 2020 | — | $ | — | $ | — | $ | — | $ | 223 | $ | 6,504 | $ | — | $ | 6,727 | |||||||||||||||||
Net income | — | — | — | — | — | 1,302 | — | 1,302 | ||||||||||||||||||||||||
BALANCE - MARCH 31, 2021 | — | $ | — | $ | — | $ | — | $ | 223 | $ | 7,805 | $ | — | $ | 8,028 | |||||||||||||||||
BALANCE - DECEMBER 31, 2021 | 87,367,972 | $ | 9 | $ | — | $ | 505,327 | $ | — | $ | — | $ | 33 | $ | 505,370 | |||||||||||||||||
Stock compensation expense | — | — | — | 1,087 | — | — | — | 1,087 | ||||||||||||||||||||||||
Vesting of Series B Warrants under Advisory Agreement | — | — | — | 2,530 | — | — | — | 2,530 | ||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (16,797 | ) | (16,797 | ) | ||||||||||||||||||||||
BALANCE- MARCH 31, 2022 | 87,367,972 | $ | 9 | $ | — | $ | 508,945 | $ | — | $ | — | $ | (16,763 | ) | $ | 492,190 | ||||||||||||||||
Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net (loss)/Income | $ | (16,797 | ) | $ | 1,302 | |||
Adjustments to reconcile net (loss)/income to net cash | ||||||||
Depreciation and amortization expense | 5,062 | 514 | ||||||
Amortization of debt issuance costs | 378 | 35 | ||||||
Stock compensation expense | 1,087 | 0 | ||||||
Loss on remeasurement of warrant liabilities | 3,536 | 0 | ||||||
Other non-cash, net | 202 | 0 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (10,992 | ) | 639 | |||||
Inventory | (152 | ) | (1 | ) | ||||
Prepaid expenses | (475 | ) | 15 | |||||
Risk settlements due from/due to providers | (84 | ) | (281 | ) | ||||
Due to/from related parties | 0 | (392 | ) | |||||
Other assets | (52 | ) | (205 | ) | ||||
Accounts payable | 1,470 | 1,160 | ||||||
Accrued expenses | 3,675 | (134 | ) | |||||
Other liabilities | 1,002 | 720 | ||||||
Net Cash (Used In)/Provided by Operating Activities | (12,139 | ) | 3,372 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Purchase of property and equipment | (1,467 | ) | (1,690 | ) | ||||
Net Cash Used in Investing Activities | (1,467 | ) | (1,690 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Principal payments on long-term debt | (1,570 | ) | (181 | ) | ||||
Net Cash Used In Financing Activities | (1,570 | ) | (181 | ) | ||||
NET (DECREASE)/INCREASE IN CASH | (15,176 | ) | 1,501 | |||||
Cash - Beginning of Period | 47,917 | 4,934 | ||||||
CASH - END OF PERIOD | $ | 32,740 | $ | 6,435 | ||||
Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | |||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES: | ||||||||
Vesting of Series B Warrants under Advisory Agreement | 2,530 | 0 | ||||||
Additions to construction in progress funded through accounts payable | 585 | 0 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
Cash paid for interest | 1,353 | 504 |
Carrying Amount | ||||
Balance at December 31, 2021 | $ | 464,566 | ||
Measurement period adjustments | (302 | ) | ||
Balance at March 31, 2022 | $ | 464,264 | ||
Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted Average Amortization Period (years) | |||||||||||||
March 31, 2022 | ||||||||||||||||
Risk Contracts | $ | 64,570 | $ | (13,226 | ) | $ | 51,343 | 7 | ||||||||
Non-compete agreements | $ | 4,170 | $ | (892 | ) | $ | 3,278 | 5 | ||||||||
Trademarks | 1,862 | (1,114 | ) | 748 | 2 | |||||||||||
Other | 251 | (16 | ) | 235 | 5 | |||||||||||
Total | $ | 70,852 | $ | (15,248 | ) | $ | 55,604 | |||||||||
Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted Average Amortization Period (years) | |||||||||||||
December 31, 2021 | ||||||||||||||||
Risk Contracts | $ | 64,822 | $ | (9,818 | ) | $ | 55,004 | 7 | ||||||||
Non-compete agreements | $ | 4,202 | $ | (686 | ) | $ | 3,516 | 5 | ||||||||
Trademarks | $ | 1,867 | $ | (827 | ) | $ | 1,040 | 2 | ||||||||
Other | $ | 251 | $ | — | $ | 251 | 5 | |||||||||
Total | $ | 71,141 | $ | (11,331 | ) | $ | 59,811 | |||||||||
March 31, 2022 | December 31, 2021 | |||||||
Leasehold improvements | $ | 7,648 | $ | 7,516 | ||||
Vehicles | 3,711 | 3,711 | ||||||
Furniture and equipment | 5,509 | 5,470 | ||||||
Software | 3,465 | 2,950 | ||||||
Construction in progress | 3,523 | 2,254 | ||||||
Total | 23,856 | 21,902 | ||||||
Less: Accumulated depreciation | (6,961 | ) | (5,909 | ) | ||||
Total Property and equipment, net | $ | 16,895 | $ | 15,993 | ||||
March 31, 2022 | December 31, 2021 | |||||||
Secured term loans | $ | 120,313 | $ | 121,875 | ||||
Other | 58 | 65 | ||||||
Unamortized debt issuance costs | (4,438 | ) | (4,704 | ) | ||||
115,932 | 117,236 | |||||||
Current portion | (6,272 | ) | (6,275 | ) | ||||
Long-term portion | $ | 109,660 | $ | 110,960 | ||||
Amount | ||||
Remainder of 2022 | 4,706 | |||
2023 | 6,265 | |||
2024 | 8,611 | |||
2025 | 11,726 | |||
2026 | 89,063 | |||
Total | $ | 120,370 | ||
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Net (loss) income attributable to CareMax, Inc. class A common stockholders | $ | (16,797 | ) | $ | 1,302 | |||
Weighted average basic shares outstanding | 87,367,972 | 10,796,069 | ||||||
Weighted average diluted shares outstanding | 87,367,972 | 10,796,069 | ||||||
Net (loss) income per share | ||||||||
Basic | $ | (0.19 | ) | $ | 0.12 | |||
Diluted | $ | (0.19 | ) | $ | 0.12 |
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Series A Warrants and Series B Warrants | 8,000 | — | ||||||
Public and Private Warrants | 5,792 | — | ||||||
Earnout Shares | 3,200 | — | ||||||
Unvested restricted stock units | 1,162 | — | ||||||
Unvested performance stock units | 66 | — | ||||||
Unvested options | 131 | — | ||||||
Total | 18,351 | — | ||||||
March 31, 2022 | Quoted Prices in Active Markets | Significant other Observable Units | Significant other Unobservable Units | |||||||||
Description | (Level 1) | (Level 2) | (Level 3) | |||||||||
Derivative warrant liabilities | $ | — | $ | — | $ | 11,911 |
December 31, 2021 | Quoted Prices in Active Markets | Significant other Observable Units | Significant other Unobservable Units | |||||||||
Description | (Level 1) | (Level 2) | (Level 3) | |||||||||
Derivative warrant liabilities | $ | — | $ | — | $ | 8,375 |
March 31, 2022 | December 31, 2021 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Unit price | $ | 7.47 | $ | 7.68 | ||||
Volatility | 50.8 | % | 37.6 | % | ||||
Expected life of the options to convert | 4.19 | 4.44 | ||||||
Risk-free rate | 2.40 | % | 1.17 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
Fair value of derivative warrant liabilities at December 31, 2021 | $ | 8,375 | ||
Change in fair value of derivative warrant liabilities | 3,536 | |||
Fair value of derivative warrant liabilities at March 31, 2022 | $ | 11,911 | ||
Amount | ||||
Remainder of 2022 | $ | 8,381 | ||
2023 | 13,531 | |||
2024 | 13,440 | |||
2025 | 13,130 | |||
2026 | 12,556 | |||
Thereafter | 139,501 | |||
Total | $ | 200,539 | ||
March 31, 2022 | December 31, 2021 | |||||||
Total assets | $ | 1,500 | $ | — | ||||
Total liabilities | $ | 1,500 | $ | — |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC registration fee | $ | 109,186.97 | * | |
Accounting fees and expenses | ** | |||
Legal fees and expenses | ** | |||
Printing and engraving expenses | ** | |||
Miscellaneous | ** | |||
Total | ** |
* | Includes the total amount of $107,156.17 of fees previously paid under the Prior Registration Statement. |
** | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time. |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Power of Attorney (included on signature page to | ||
101.INS* | Inline XBRL Instance Document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
104* | Cover Page Interactive Data File (formatted as Inline XBRL) | ||
Filing Fee Table (incorporated by reference to Exhibit 107 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-264654, filed with the SEC on May 4, 2022). |
+ | Certain portions of this exhibit have been omitted pursuant to Regulation S-K, Item (601)(b)(10). |
† | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
* | Filed or furnished herewith. |
CareMax, Inc. |
By: |
/s/ Carlos A. de Solo |
Name: Carlos A. de Solo |
Title: President and Chief Executive Officer |
Signature | Capacity | Date | ||
/s/ Carlos A. de Solo Carlos A. de Solo | President, Chief Executive Officer and Director (Principal Executive Officer) | May | ||
/s/ Kevin Wirges Kevin Wirges | Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) | May | ||
Jose R. Rodriguez | Chairman of the Board of Directors | May | ||
Beatriz Assapimonwait | Director | May | ||
Dr. Jennifer Carter | Director | May | ||
Hon. Dr. David J. Shulkin | Director | May | ||
Randy Simpson | Director | May |
Bryan Cho | Director | May | ||
Dr. Vincent Omachonu | Director | May |
*By: | /s/ Kevin Wirges | |
Name: | Kevin Wirges | |
Title: | Attorney-in-Fact |