As filed with the Securities and Exchange Commission on May 16, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CareMax, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of | 85-099222 |
1000 NW 57th Court, Suite 400
Miami, FL 33126
(Address of Principal Executive Offices)
CareMax, Inc. 2021 Long-Term Incentive Plan
(Full title of the plan)
Carlos A. de Solo
Chief Executive Officer
CareMax, Inc.
1000 NW 57 Court, Suite 400
Miami, FL 33126
(Name and address of agent for service)
(786) 360-4768
(Telephone number, including area code, of agent for service)
Copies to:
| Kevin Wirges Chief Financial Officer CareMax, Inc. 1000 NW 57th Court, Suite 400 Miami, FL 33126 (786) 360-4768 | Joshua M. Samek, Esq. 200 South Biscayne Boulevard Suite 2500 Miami, Florida 33131-5341 |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ | Accelerated filer ☒ | ||
Non-accelerated filer ☐ | Smaller reporting company ☒ | ||
Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
CareMax, Inc., a Delaware corporation (the “Registrant”), is filing this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 4,453,303 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Registrant to be issued pursuant to the Registrant’s 2021 Long-Term Incentive Plan (the “2021 Plan”), pursuant to the evergreen provision in the 2021 Plan providing that the total number of shares of Common Stock reserved for issuance under the 2021 Plan will be automatically increased on January 1st of each calendar year, starting January 1, 2022. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Commission on October 25, 2021 (File No. 333-260477) is hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission, are hereby incorporated by reference into this registration statement:
In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this registration statement from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this registration statement.
EXHIBIT INDEX
Exhibit Number | Description |
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Consent of DLA Piper LLP (US) (contained in its opinion filed as Exhibit 5.1 hereto). | |
24.1* | Power of Attorney (contained on the signature pages of this registration statement). |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida on this 16th day of May, 2023.
CareMax, Inc.
By: /s/ Carlos A. de Solo
Name: Carlos A. de Solo
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Carlos A. de Solo and Kevin Wirges such person’s true and lawful attorney-in-fact, each acting alone, with full powers of substitution and resubstitution, with authority to execute in the name of each such person, and to file with the Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements of the Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
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| Date |
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/s/ Carlos A. de Solo |
| President, Chief Executive Officer and Director (Principal Executive Officer) |
| May 16, 2023 |
Carlos A. de Solo |
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/s/ Kevin Wirges |
| Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)
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| May 16, 2023 |
Kevin Wirges |
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/s/ Jose R. Rodriguez |
| Chairman of the Board of Directors |
| May 16, 2023 |
Jose R. Rodriguez |
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/s/ Beatriz Assapimonwait |
| Director |
| May 16, 2023 |
Beatriz Assapimonwait |
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/s/ Bryan Cho |
| Director |
| May 16, 2023 |
Bryan Cho |
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/s/ Hon. Dr. David J. Shulkin |
| Director |
| May 16, 2023 |
Hon. Dr. David J. Shulkin |
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/s/ Ryan O'Quinn |
| Director |
| May 16, 2023 |
Ryan O’Quinn |
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/s/ Dr. Vincent Omachonu |
| Director |
| May 16, 2023 |
Dr. Vincent Omachonu |
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