UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
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.
| Exhibit No. |
Description | |
| 5.1 | Opinion of Thompson Hine LLP. | |
| 23.1 | Consent of Thompson Hine LLP (included in Exhibit 5.1). | |
| 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.
| ASTRANA HEALTH, INC. | ||
| Date: July 15, 2024 | By: | /s/ Brandon K. Sim |
| Name: | Brandon K. Sim | |
| Title: | Chief Executive Officer and President | |