PIIIW · P3 Health Partners Inc.

P3 Health Partners addressed Nasdaq Listing Rule 5550(b)(1) non-compliance by exchanging approximately $252.5 million of outstanding promissory notes—held by Chicago Pacific Founders (CPF) affiliates—with non-convertible, non-voting preferred stock across Series A (13.5% dividend), B (17.5%), and C (19.5%). This restructuring eliminates debt obligations, including principal, accrued interest, and fees, while providing the company flexibility to redeem shares at $100 stated value plus dividends, payable in cash or PIK at board discretion. Simultaneously, the company entered a purchase agreement for up to $70 million of Series D preferred units (19.5% dividend) with warrants, closing $10 million initially, injecting fresh capital while granting CPF warrants exercisable for 0.66333% of outstanding common per $1 million funded over seven years. All preferred series rank pari passu and senior to common stock on dividends and liquidation. Securities issued under Section 4(a)(2) exemption as accredited investor transactions. A special committee approved these related-party deals. The Third Amended Letter Agreement enhances CPF governance: one additional independent board seat, protective vetoes on provider/payor deals and comp, and information rights while holding 40%+ common; standstill extended to 2027 capping at 49.99%. Post-exchange, the company expects sufficient equity for Nasdaq compliance, reducing delisting risk and stabilizing access to equity markets.