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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 15, 2024
ASTRANA HEALTH, INC.
(Exact Name of Registrant as Specified in its
Charter)
Delaware |
001-37392 |
95-4472349 |
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
of Incorporation) |
File Number) |
Identification No.) |
1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801
(Address of Principal Executive Offices) (Zip Code)
(626) 282-0288
Registrant’s Telephone Number, Including
Area Code
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock |
|
ASTH |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
As previously disclosed, a consolidated variable
interest entity of Astrana Health, Inc. (the “Company”) completed its acquisition of all of the outstanding shares of Asian
American Medical Group, a California professional medical corporation (“AAMG”), on October 31, 2022. Pursuant to the terms
of the purchase agreement for the transaction, the Company agreed to register the resale of certain shares of the Company’s common
stock, par value $0.001 per share, that certain former stockholders of AAMG have the contingent right to receive upon the achievement
of certain targets by AAMG during each of the year ended December 31, 2023 and year ending December 31, 2024, as consideration in the
transaction (the “Earn-Out Shares”). On July 15, 2024, the Company filed with the Securities and Exchange Commission a prospectus
supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which supplements the prospectus dated August 16, 2023,
which was included in the Company’s Registration Statement on Form S-3ASR (File No. 333-274013), relating to the potential resale
of the Earn-Out Shares. The Company will not receive any proceeds from the resale of the Earn-Out Shares.
A copy of the opinion of Thompson Hine LLP, relating
to the validity of the Earn-Out Shares, is filed with this Current Report on Form 8-K as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
ASTRANA HEALTH, INC. |
|
|
Date: July 15,
2024 |
By: |
/s/ Brandon K.
Sim |
|
Name: |
Brandon
K. Sim |
|
Title: |
Chief Executive Officer and President |
Exhibit 5.1
July 15, 2024
Astrana Health, Inc.
1668 S. Garfield Avenue, 2nd Floor
Alhambra, California 91801
Re: Registration Statement on Form S-3
(File No. 333-274013); 341,416 shares of common stock
Ladies and Gentlemen:
We have acted as counsel to Astrana Health, Inc., a Delaware corporation
(the “Company”), in connection with the offering of up to 341,416 shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), that certain individuals have the contingent right to receive upon the achievement
of certain targets by Asian American Medical Group, a California professional medical corporation (“AAMG”), during
each of the year ended December 31, 2023 and year ending December 31, 2024 (the “Earn-Out Shares”), pursuant to that
certain Purchase Agreement, dated September 2022, by and among the Company, AAMG and the other parties thereto (the “Purchase
Agreement”), that may be sold by certain selling stockholders as described in the Prospectus (as defined below), all of which
Earn-Out Shares, once issued, may be sold from time to time and on a delayed or continuous basis, as described in Prospectus. The offering
and sale of the Earn-Out Shares is covered by the above-referenced Registration Statement (the “Registration Statement”),
filed by the Company with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933,
as amended (the “Securities Act”), a base prospectus dated August 16, 2023 included in the Registration Statement at
the time it originally became effective (the “Base Prospectus”) and a prospectus supplement dated July 15, 2024 filed
with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement” and, together with the Base
Prospectus, the “Prospectus”).
In rendering this opinion, we have examined copies of (a) the Company’s
Restated Certificate of Incorporation, as amended, (b) the Company’s Amended and Restated Bylaws, (c) the Registration Statement
and Prospectus, (d) the Purchase Agreement, and (e) copies of such other agreements, documents, instruments, and records as we have deemed
advisable in order to render our opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, that all parties (other than the Company) had the requisite power and authority (corporate or otherwise)
to execute, deliver and perform such agreements or instruments, that all such agreements or instruments have been duly authorized by all
requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are valid, binding
and enforceable obligations of such parties, the authenticity of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such
latter documents. In providing this opinion, we have further relied as to certain matters on information obtained from public officials
and officers of the Company. We have also assumed that, before the Earn-Out Shares are issued, the Company will not issue shares of Common
Stock or reduce the total number of shares of Common Stock that the Company is authorized to issue under its then-effective certificate
of incorporation such that the number of unissued shares of Common Stock authorized under the certificate of incorporation is less than
the number of the Earn-Out Shares.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Earn-Out Shares have been duly authorized by all necessary corporate action of the Company and, when and if issued pursuant
to the terms of the Purchase Agreement, will be validly issued, fully paid and non-assessable.
Our opinions expressed above are limited to the Delaware General Corporation
Law, as currently in effect, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other
jurisdiction. We express no opinion that the Company is obligated to issue Earn-Out Shares under the Purchase Agreement at any time. We
express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums
or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing
law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the
payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) the creation, validity, attachment, perfection
or priority of any lien or security interest, (f) advance waivers of claims, defenses, rights granted by law or notice, opportunity for
hearing, evidentiary requirements, statutes of limitation, trial by jury or at law or other procedural rights, (g) waivers of broadly
or vaguely stated rights, (h) provisions for exclusivity, election or cumulation of rights or remedies, (i) provisions authorizing or
validating conclusive or discretionary determinations, (j) grants of setoff rights, (k) proxies, powers and trusts, (l) provisions prohibiting,
restricting or requiring consent to assignment or transfer of any right or property, (m) any provision to the extent it requires that
a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into
U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, and (n) the severability, if
invalid, of provisions to the foregoing effect.
Our opinions set forth above are subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors
and to general principles of equity.
This opinion letter is expressly limited to the matters set forth above,
and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Earn-Out Shares, the
Registration Statement, the Base Prospectus or the Prospectus Supplement.
We hereby consent to the filing of this opinion
as an exhibit to the Company’s Current Report on Form 8-K dated July 15, 2024 and to being named under the caption “Legal
Matters” contained in the Prospectus. In giving this consent, we do not hereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Thompson Hine LLP
Thompson Hine LLP
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Astrana Health (NASDAQ:ASTH)
過去 株価チャート
から 6 2024 まで 7 2024
Astrana Health (NASDAQ:ASTH)
過去 株価チャート
から 7 2023 まで 7 2024