Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
On December 3, 2021, our Class A Common Stock and warrants began trading on the Nasdaq Global Select Market under the symbols “PIII” and “PIIIW,” respectively. Prior to the consummation of the Business Combinations, our Class A Common Stock, warrants and units were listed on Nasdaq under the symbols “FORE”, “FOREWS” and “FOREU,” respectively. There is no trading market for shares of our Class V Common Stock.
Holders
As of October 14, 2022, there were 36 holders of record of our Class A Common Stock and 55 holders of Class V Common Stock. The actual number of holders of our Class A Common Stock is greater than the number of record holders and includes holders whose Class A Common Stock are held in street name by brokers and other nominees.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any financing instruments. The terms of our existing Term Loan Facility (as defined below) preclude us from paying cash dividends without consent. Our ability to declare dividends may also be limited by restrictive covenants pursuant to any other future debt financing agreements.
Stock Performance Graph
The following performance graph and related information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act, and shall not be incorporated by reference into any registration statement or other document filed by us with the SEC, whether made before or after the date of this Annual Report on Form 10-K, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference to such filing.
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The following graph and related information provide a comparison of the cumulative total return for our Class A Common Stock, the S&P 500 Index and the S&P 500 Healthcare Index between April 6, 2021 (the date our common stock commenced trading on the Nasdaq Global Market) through December 31, 2021. All values assume an initial investment of $100 and reinvestment of any dividends. The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A Common Stock.
Recent Sales of Unregistered Securities
Set forth below is information regarding shares of capital stock issued by us during the period covered by this Annual Report on Form 10-K. Also included is the consideration received by us for such shares and information relating to the section of the Securities Act, or rule of SEC, under which exemption from registration was claimed. The Company issued the below securities under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company’s transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.
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(a) PIPE Investment.
On December 3, 2021, the Company consummated the resale of 20,370,307 shares (the “PIPE Shares”) of Class A Common Stock, issued in a private placement pursuant to subscription agreements (the “Subscription Agreements”) entered into effective as of May 25, 2021 pursuant to which certain investors (the “Subscribers”) purchased the PIPE Shares for a purchase price of $10.00 per share and an aggregate purchase price of $203.7 million (the “PIPE Investment”). Pursuant to the Subscription Agreements, the Company gave certain registration rights to the Subscribers with respect to the PIPE Shares. The sale of PIPE Shares was consummated concurrently with the Closing of the Business Combinations.
(b) Issuance of Class A Common Stock.
In connection with the Closing of the Business Combinations, the Company also issued (i) 8,732,517 shares of Class A Common Stock to the Blocker Sellers (including 723,291 shares of Class A Common Stock held by the escrow agent) pursuant to the Transaction and Combination Agreement, and (ii) 202,024,923 shares of Class V Common Stock to the P3 Sellers other than the Blocker Sellers (including 17,923,782 shares of Class V Common Stock held by the escrow agent), pursuant to the Merger Agreement.
(c) Warrants.
On February 12, 2021, simultaneously with the closing of Foresight’s IPO, Foresight consummated private sale of 832,500 Private Placement Units, including 277,500 Private Placement Warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject to adjustment, in a private placement to the Sponsors, generating gross proceeds of $8,325,000.
Purchases of Equity Securities by the Issuer and Affiliated Purchaser
None.
Use of Proceeds
On February 12, 2021, Foresight consummated its initial public offering (the “Foresight IPO”) of 31,625,000 units, including the issuance of 4,125,000 units as a result of the exercise in full of the underwriters’ over-allotment option, at an offering price of $10.00 per unit, generating total gross proceeds of $316,250,000. Cowen and Company LLC served as book-running manager. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-251978). The SEC declared the registration statement effective on February 9, 2021.
Simultaneously with the closing of the Foresight IPO, Foresight consummated the sale of 832,500 units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) to the Sponsors at a price of $10.00 per Private Placement Unit generating gross proceeds of $8,325,000.
Foresight incurred $6,827,967 in transaction costs, including $6,325,000 of underwriting fees, and $502,967 of other offering costs related to the Foresight IPO. Following the Foresight IPO, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $316,250,000 was placed in a trust account.
Foresight used the funds held in the trust account to pay (i) a portion of Foresight’s aggregate costs, fees and expenses in connection with the consummation of the Business Combinations, (ii) tax obligations and deferred underwriting commissions from the Foresight IPO and (iii) the redemptions of public shares in connection with the Business Combinations. The remaining balance in the trust account, together with proceeds received from the issuance of the PIPE Shares pursuant to the Subscription Agreements, was contributed by Foresight into P3 LLC and became funds of P3 LLC. P3 LLC used such funds to pay expenses incurred by it in connection with the Business Combinations, and intends to use remaining proceeds to fund continued growth and other general corporate purposes.
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Item 6. [Reserved]