P3 Health Partners Inc. filed a current report on September 11, 2026, disclosing that on September 8, 2026, the company entered into a Securities Purchase Agreement with affiliates of CPF to issue up to $70 million of units consisting of Series D-1 19.5% Cumulative Preferred Stock and warrants to purchase Class A Common Stock.

Key Highlights

  • Up to $70 million in units: P3 Health Partners agreed to issue units in multiple tranches to affiliates of CPF under the Securities Purchase Agreement dated September 8, 2026.
  • 19.5% cumulative preferred dividend rate: The Series D-1 Preferred Stock carries a 19.5% cumulative dividend rate, with a stated value of $100 per share and a redemption price of $100 per share plus accumulated and unpaid dividends.
  • Warrants tied to funding amount: Each warrant is exercisable for shares equal to 0.66333% of outstanding Class A and Class V Common Stock per $1,000,000 funded, with a seven-year term and an exercise price equal to the Nasdaq Minimum Price on the date of issuance.
  • Non-convertible, non-voting preferred stock: The Series D-1 Preferred Stock is not convertible, does not carry voting or preemptive rights, and is not registered or listed, according to the filing.
  • Standstill extension: Under the Fourth Amended and Restated Letter Agreement, the CPF Parties agreed to extend their standstill restriction, capping ownership at 49.99% of issued and outstanding Common Stock, from January 1, 2027 to December 31, 2027.
  • Additional board designation right: For as long as the CPF Parties own 40% of the company's outstanding common stock, CPF is entitled to designate one additional independent member of the board of directors, subject to applicable independence requirements.
  • Special committee approval: Because CPF affiliates may be deemed related parties, the filing states that "a special committee of independent members of the Company's board negotiated, approved, and authorized the transactions described herein."

P3 Health Partners Secures Up to $70 Million in Multi-Tranche Preferred Financing from CPF Affiliates

P3 Health Partners Inc. (NASDAQ:PIII) disclosed on September 11, 2026, that it entered into a Securities Purchase Agreement dated September 8, 2026, with affiliates of CPF. Under the agreement, the company agreed to issue up to $70 million of units in multiple tranches, with each unit consisting of shares of Series D-1 19.5% Cumulative Preferred Stock and warrants to purchase Class A Common Stock. The filing covers Items 1.01, 3.02, and 5.03.

According to the filing, the Series D-1 Preferred Stock has a stated value of $100 per share and ranks senior to all classes of the company's Common Stock and other equity securities with respect to dividends and asset distributions in a liquidation, dissolution, or winding up. The company may redeem the preferred stock, in whole or in part, at any time for cash at $100 per share plus any accumulated and unpaid dividends. The filing notes that the Series D-1 Preferred Stock "has terms that are identical to the other series of preferred stock, other than the dividend rate." The securities were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act of 1933, and the acquirors represented that each is an "accredited investor" as defined in Rule 501(a) of Regulation D.

Alongside the Purchase Agreement, the company entered into a Registration Rights Agreement under which it agreed to file a registration statement covering resale of the Common Stock issuable upon exercise of the warrants, subject to any stockholder approval required by Nasdaq. The Fourth Amended and Restated Letter Agreement with Chicago Pacific Founders GP, L.P., Chicago Pacific Founders GP III, L.P., and Chicago Pacific Founders GP IV, L.P. also grants CPF certain information rights and protective provisions, contingent on the CPF Parties maintaining at least 40% ownership of the company's outstanding common stock.

What Was Disclosed

P3 Health Partners disclosed a multi-tranche preferred stock financing of up to $70 million with CPF affiliates, along with related warrant issuance, a Registration Rights Agreement, and an amendment to an existing letter agreement governing CPF's board designation rights and standstill obligations.