PIIIW · P3 Health Partners Inc.

P3 Health Partners Inc. faced delisting from Nasdaq due to non-compliance with the minimum stockholders' equity requirement of $2.5 million. To address this, the company executed a Debt Exchange Agreement with affiliates of Chicago Pacific Founders (CPF), its largest stockholder and debtholder, exchanging approximately $252.5 million of outstanding promissory notes (including principal, accrued interest, and back-end fees) for non-convertible preferred stock with a stated value of $100 per share. Additionally, the company entered into a Securities Purchase Agreement with CPF affiliates to issue up to $70.0 million of units consisting of Series D 19.5% Cumulative Preferred Stock and warrants to purchase Class A Common Stock, with $30.0 million issued as of the filing date. As a result, the company's pro forma stockholders' equity as of March 31, 2026, improved from a deficit of $143.5 million to $82.1 million, demonstrating compliance with Nasdaq's listing rule. Nasdaq had previously granted an extension through May 20, 2026, to regain compliance, which the company achieved before the deadline. However, Nasdaq will continue to monitor ongoing compliance, and failure to maintain the requirement in future periodic reports could lead to delisting. The pro forma balance sheet is provided for informational purposes and should be read with the company's quarterly report.