0001813914false0001813914cmax:WarrantsMember2024-05-142024-05-140001813914us-gaap:CommonClassAMember2024-05-142024-05-1400018139142024-05-142024-05-14

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 14, 2024

 

img232179220_0.jpg 

 

 

CareMax, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39391

85-0992224

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1000 NW 57th Court

Suite 400

 

Miami, Florida

 

33126

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 786 360-4768

 

 

(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

Class A common stock, par value $0.0001 per share

 

CMAX

 

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for 1/30th of one share of Class A common stock

 

CMAXW

 

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 1.01 Entry into a Material Definitive Agreement.

On May 14, 2024, CareMax Inc., a Delaware corporation (the “Company”), entered into a Limited Waiver and Fourth Amendment (the “Fourth Amendment”) to that certain Credit Agreement, dated as of May 10, 2022 (as amended, the “Credit Agreement”), by and among the Company, certain of the Company’s subsidiaries as guarantors, Jefferies Finance LLC, as Administrative Agent, Collateral Agent, Sole Lead Arranger and Bookrunner, BlackRock Financial Management (as defined in the Credit Agreement), as Lead Manager, Crestline Direct Finance, L.P., as Documentation Agent, and the lenders from time to time party thereto (collectively with their successors and assigns, the “Lenders”).

The Fourth Amendment amended the Credit Agreement to, among other things, (i) extend the waiver of certain events of default under the Credit Agreement in the limited manner set forth therein through June 17, 2024 (the “Temporary Waiver Period”), subject to an earlier termination of the waiver upon the occurrence of certain specified events and (ii) modify certain covenants contained in the Credit Agreement, including, but not limited to, reducing the minimum liquidity requirement to $10 million during the Temporary Waiver Period.

The foregoing description of the Fourth Amendment is not complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ending June 30, 2024.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

 

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.

 

 

 

 

 

 

 

 

Date:

May 15, 2024

By:

/s/ Kevin Wirges

 

 

 

Name: Kevin Wirges
Title: Executive Vice President, Chief Financial Officer and Treasurer
 

 

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Document And Entity Information
May 14, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 14, 2024
Entity Registrant Name CareMax, Inc.
Entity Central Index Key 0001813914
Entity Emerging Growth Company true
Entity File Number 001-39391
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 85-0992224
Entity Address, Address Line One 1000 NW 57th Court
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Miami
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33126
City Area Code 786
Local Phone Number 360-4768
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Common Class A [Member]  
Document Information [Line Items]  
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Trading Symbol CMAX
Security Exchange Name NASDAQ
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Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for 1/30th of one share of Class A common stock
Trading Symbol CMAXW
Security Exchange Name NASDAQ
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