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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): January 25, 2024

 

APOLLO MEDICAL HOLDINGS, 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 AMEH 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. ¨

  

 

 

   

 

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 24, 2024, Apollo Medical Holdings, Inc. (the “Company”) announced a proposed name change. On January 25, 2024, the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to change its corporate name from “Apollo Medical Holdings, Inc.” to “Astrana Health, Inc.”, effective as of 12:01 a.m. Eastern Time on February 26, 2024 (the “Name Change”). Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change, and the Name Change does not affect the rights of the Company’s stockholders. The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01Other Events.

 

In connection with the Name Change, the Company expects that its common stock, which trades on The Nasdaq Stock Market LLC, will cease trading under the ticker symbol “AMEH” and will commence trading on February 26, 2024 under the new ticker symbol “ASTH.” There will be no change to the CUSIP number for the Company’s common stock. Outstanding stock certificates for shares of the Company’s common stock will not be affected by the Name Change and will continue to be valid and need not be exchanged.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Certificate of Amendment of Restated Certificate of Incorporation of Apollo Medical Holdings, Inc. (effective February 26, 2024).
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

 

 

 

 

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.

 

  APOLLO MEDICAL HOLDINGS, INC.
   
Date: January 26, 2024 By: /s/ Brandon Sim
  Name:
Title:		 Brandon Sim
Chief Executive Officer and President

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

APOLLO MEDICAL HOLDINGS, INC.

 

Apollo Medical Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

FIRST: The Restated Certificate of Incorporation of the Corporation (the “Certificate”) is hereby amended solely to reflect a change in the name of the Corporation by deleting ARTICLE I in its entirety and inserting the following new Article I in lieu thereof:

 

ARTICLE I

 

NAME

 

The name of the corporation hereby created shall be Astrana Health, Inc.

 

SECOND: The foregoing amendment was duly adopted by the Board of Directors of the Corporation in accordance with the applicable provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware.

 

THIRD: Except as hereby amended, the Certificate shall remain unchanged.

 

FOURTH: This amendment shall be effective as of 12:01 a.m. Eastern Time on February 26, 2024.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Restated Certificate of Incorporation to be executed by its duly authorized officer this 25th day of January, 2024.

 

  APOLLO MEDICAL HOLDINGS, INC.
     
     
  By: /s/ Brandon Sim
  Name: Brandon Sim
  Title: Chief Executive Officer and President

 

 

 

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Jan. 25, 2024
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Document Type 8-K
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Document Period End Date Jan. 25, 2024
Current Fiscal Year End Date --12-31
Entity File Number 001-37392
Entity Registrant Name APOLLO MEDICAL HOLDINGS, INC.
Entity Central Index Key 0001083446
Entity Tax Identification Number 95-4472349
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1668 S. Garfield Avenue
Entity Address, Address Line Two 2nd Floor
Entity Address, City or Town Alhambra
Entity Address, State or Province CA
Entity Address, Postal Zip Code 91801
City Area Code 626
Local Phone Number 282-0288
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Title of 12(b) Security Common Stock
Trading Symbol AMEH
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