As filed with the Securities and Exchange Commission
on June 12, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE
SECURITIES ACT OF 1933
Astrana Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of incorporation or organization) |
95-4472349
(I.R.S. Employer Identification No.) |
1668 S. Garfield Avenue, 2nd Floor
Alhambra, California 91801
(Address of principal executive offices) (Zip code)
Astrana Health, Inc. 2024 Equity Incentive Plan
(Full title of the plan)
Brandon Sim
Chief Executive Officer and President
Astrana Health, Inc.
1668 S. Garfield Avenue, 2nd Floor
Alhambra, California 91801
(626) 282-0288
(Name, address, and telephone number, including
area code, of agent for service)
Copies to:
Jurgita Ashley
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
x |
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
| |
|
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 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in Part I of Form S-8 will be sent or given to participants, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended
(the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement on Form S-8 (“Registration Statement”) or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of Form S-8, taken together, will constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, which have previously
been filed by Astrana Health, Inc. (the “Registrant”) with the Commission pursuant to the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), are incorporated herein by reference:
| · | the
Registrant’s Current Reports on Form 8-K filed with the Commission on January
2, 2024, January 10, 2024,
January 24, 2024, January
26, 2024, February 2, 2024,
February 26, 2024, February
27, 2024, February 29, 2024,
March 11, 2024, April
2, 2024, April 5, 2024,
April 24, 2024 (first filing),
April 24, 2024 (second filing),
May 7, 2024, May
15, 2024, May 21, 2024,
and June 12, 2024 (excluding any information furnished in such reports under Item 2.02, Item 7.01 or Item 9.01); and |
| · | the description of the Registrant’s common stock set forth in Exhibit 4.1 of the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2023, together with any amendment or report filed with the Commission for the
purpose of updating such description. |
All documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than those furnished pursuant to Item 2.02 or Item
7.01 of Form 8-K or other information “furnished” to the Commission) subsequent to the filing of this Registration Statement
and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all
securities then remaining unsold will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from
the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein
will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of
this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 102 of the Delaware General Corporation
Law (the “DGCL”) permits a corporation to, among other things, eliminate the personal liability of directors of a corporation
to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached
his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.
Section 145 of the DGCL provides that a corporation
has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation
for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with any threatened,
pending or completed action, suit or proceeding to which he or she was or is a party, or is threatened to be made a party, by reason of
such position, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe such person’s conduct
was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification will be made with
respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view
of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court deems proper.
The Registrant’s Restated Certificate of
Incorporation, as amended (the “Certificate of Incorporation”), provides for indemnification of the Registrant’s current
and former directors and officers to the fullest extent permitted by the DGCL. The Certificate of Incorporation also provides that the
Registrant will advance expenses to such persons, subject to the Registrant’s receipt of an undertaking from the indemnified party
as may be required under the DGCL. The Registrant’s Amended and Restated Bylaws provide that the Registrant has the power to indemnify
current and former directors under substantially the same terms of Section 145 of the DGCL, as described above, and may advance expenses
to such persons, subject to the receipt of an undertaking to repay such amounts unless it is determined that such person is entitled to
be indemnified by the Registrant as authorized by the Amended and Restated Bylaws. In addition, the Registrant’s Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL, a director of the Registrant shall not be personally liable
to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. These indemnification provisions
may be sufficiently broad to permit indemnification of the Registrant’s officers and directors for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act.
The Registrant has entered into indemnification
agreements with certain directors and executive officers to provide these directors and executive officers additional contractual assurances
regarding the scope of the indemnification set forth in the Certificate of Incorporation and to provide additional procedural protections.
The Registrant’s directors and officers are also covered by insurance policies maintained by the Registrant against certain liabilities
for actions taken in their capacities as such, including liabilities under the Securities Act.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. Incorporation of Documents by Reference. |
Exhibit
No. |
|
Description |
| 4.1 |
|
Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 21, 2015). |
| 4.2 |
|
Certificate of Amendment of Restated Certificate
of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April
27, 2015). |
| 4.3 |
|
Certificate of Amendment of Restated Certificate
of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December
13, 2017). |
| 4.4 |
|
Certificate of Amendment of Restated Certificate
of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed June
21, 2018). |
| 4.5 |
|
Certificate of Amendment of Restated Certificate
of Incorporation (effective February 26, 2024) (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current
Report on Form 8-K filed January 26, 2024). |
| 4.6 |
|
Amended and Restated By-laws (effective February
28, 2024) (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed February 29,
2024). |
| 5.1 |
|
Opinion of Thompson Hine LLP. |
| 23.1 |
|
Consent of Independent Registered Public Accounting
Firm. |
| 23.2 |
|
Consent of Thompson Hine LLP (included in Exhibit
5.1). |
| 24.1 |
|
Power of Attorney (included in the signature page
to this Registration Statement). |
| 99.1 |
|
Astrana Health, Inc. 2024 Equity Incentive Plan (incorporated herein
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 12, 2024). |
| 99.2 |
|
Form of Incentive Stock Option Agreement (2024 Equity Incentive Plan)
(incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 12, 2024). |
| 99.3 |
|
Form of Nonqualified Stock Option Agreement (2024 Equity Incentive
Plan) (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on June 12, 2024). |
| 99.4 |
|
Form of Restricted Stock Agreement (2024 Equity Incentive Plan) (incorporated
herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on June 12, 2024). |
| 99.5 |
|
Form of Restricted Stock Unit Agreement (2024 Equity Incentive Plan)
(incorporated herein by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on June 12, 2024). |
| 107 |
|
Filing Fee Table. |
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation
of Registration Fee” table, as applicable, in the effective registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Alhambra, State of California, on June 12, 2024.
| |
ASTRANA HEALTH, INC. |
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By: |
/s/ Brandon K. Sim |
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Brandon K. Sim, M.S. |
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Chief Executive Officer and President |
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(Principal Executive Officer) |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
each of Brandon Sim, Chandan Basho and John Vong, acting alone or together with another attorney-in-fact, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead,
and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection therewith, and any subsequent registration statements pursuant
to Rule 462 of the Securities Act, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and
to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
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TITLE |
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DATE |
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| By: |
/s/ Brandon K. Sim |
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Chief Executive Officer and President
(Principal Executive Officer) |
|
June 12, 2024 |
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Brandon K. Sim, M.S. |
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| By: |
/s/ Chandan Basho |
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Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer) |
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June 12, 2024 |
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Chandan Basho, M.B.A. |
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| By: |
/s/ John Vong |
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Chief Accounting Officer
(Principal Accounting Officer) |
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June 12, 2024 |
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John Vong |
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| By: |
/s/ Kenneth Sim |
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Executive Chairman, Director |
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June 12, 2024 |
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Kenneth Sim, M.D. |
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| By: |
/s/ Thomas S. Lam |
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Vice Chairman, Director |
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June 12, 2024 |
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Thomas S. Lam, M.D., M.P.H. |
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| By: |
/s/ John Chiang |
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Director |
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June 12, 2024 |
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John Chiang |
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| By: |
/s/ Weili Dai |
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Director |
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June 12, 2024 |
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Weili Dai |
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| By: |
/s/ J. Lorraine Estradas |
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Director |
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June 12, 2024 |
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J. Lorraine Estradas, R.N., B.S.N., M.P.H. |
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| By: |
/s/ Mitchell W. Kitayama |
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Director |
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June 12, 2024 |
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Mitchell W. Kitayama |
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| By: |
/s/ Linda Marsh |
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Director |
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June 12, 2024 |
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Linda Marsh |
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| By: |
/s/ Matthew Mazdyasni |
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Director |
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June 12, 2024 |
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Matthew Mazdyasni |
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| By: |
/s/ David G. Schmidt |
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Director |
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June 12, 2024 |
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David G. Schmidt |
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