8-K

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): September 21, 2015

APOLLO MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-25809	46-3837784
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

700 N. Brand Blvd., Suite 220, Glendale, CA 91203

(Address of principal executive offices) (zip code)

(818) 396-8050

(Registrant's telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

¨ 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))

Item 5.02. Departure of Director of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 21, 2015, Mitchell Creem and Lance Jon Kimmel resigned as directors of Apollo Medical Holdings, Inc. (the “Company”), effective immediately. Mr. Creem resigned in order to pursue other business endeavors. Following Mr. Kimmel’s resignation, the law firm of which he is the founder and managing partner, SEC Law Firm, was engaged as the Company’s general outside counsel. Each of Messrs. Creem and Kimmel indicated that his resignation was not the result of any disagreement with the Board or with the Company's management. Following these resignations, the Board will reduce the size of the Board to five members, a majority of whom will continue to be independent as required by the rules of the Nasdaq Capital Market, which had previously granted the Company conditional approval to list its common stock thereon. That listing has not yet taken place.

Also on September 21, 2015, Mr.Creem resigned as Chief Financial Officer of the Company, for the reasons stated in this previous paragraph and not as a result of any disagreement with the Board or the Company’s management. William R. Abbott, the Company’s Controller, has been appointed as Interim Chief Financial Officer. The Company has engaged the services of a leading executive search firm to find a permanent Chief Financial Officer.

Mr. Abbott joined the Company as Vice President of Finance and Corporate Controller in December 2014. From 2011 to 2014, he was an independent consultant providing accounting and advisory services. From 2006 to 2011, Mr. Abbott served as Senior Vice President, Chief Financial Officer, Secretary and Treasurer for Cardiogenesis Corporation. From 1997 to 2005, Mr. Abbott served in financial management positions at Newport Corporation, including as Vice President of Finance and Treasurer from 2001 to 2005 and Vice President and Corporate Controller from 1997 to 2001. Prior to that, Mr. Abbott served as Vice President and Corporate Controller of Amcor Sunclipse North America, Director of Financial Planning for the Western Division of Coca-Cola Enterprises, Inc. and Controller of McKesson Water Products Company. Mr. Abbott also spent six years in management positions at PepsiCo, Inc. after beginning his career with PricewaterhouseCoopers, LLP. Mr. Abbott has a Bachelor of Science degree in accounting from Fairfield University and a Masters in Business Administration degree from Pepperdine University.

Item 7.01. Regulation FD Disclosure.

On September 21, 2015, the Company issued a press release announcing the management changes described in Item 5.02 of this Form 8-K. A copy of the Company's press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. The information in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing under the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Apollo Medical Holdings, Inc. Press Release dated September 24, 2015.

SIGNATURES

Pursuant to the requirements of the Securities and 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.
Dated: September 25, 2015	By:	/s/ Warren Hosseinion
	Name: Warren Hosseinion
	Title:    Chief Executive Officer

EX-99.1

Exhibit 99.1

 

APOLLO MEDICAL HOLDINGS ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS AND CFO POSITION

Glendale, CA – (PR Newswire) – SEPTEMBER 24, 2015 – Apollo Medical Holdings, Inc.("ApolloMed" or “the Company”) (AMEH), an integrated population health management company, today announced the resignation of Mitch Creem as Chief Financial Officer and a director, as well as Lance Jon Kimmel as a director.

Mitch Creem has been named the CEO of Integrity Healthcare, an entity created by New York-based investment firm BlueMountain Capital Management to manage and operate the Daughters of Charity Health System (“DOCHS”), a 6-hospital system with its own 200-physician medical foundation. Mark Meyers, ApolloMed’s former Chief Strategy Officer and board member, was also named Chief Operating Officer of Integrity Healthcare. BlueMountain Capital entered into a deal with DOCHS in July that will provide a $250 million capital injection.

Lance Kimmel is the founder and has been the managing partner at SEC Law Firm. His practice focuses on public and private securities offerings, going public transactions, SEC reporting and mergers & acquisitions. Immediately upon his resignation, Mr. Kimmel was engaged by ApolloMed as its outside general counsel.

William Abbott, ApolloMed’s current Controller and Vice President of Finance, has been named Interim Chief Financial Officer, pending completion of a formal search for a permanent CFO, which is underway. ApolloMed has engaged global executive search firm Spencer Stuart.

The Board of Directors will be reduced to five members, a majority of whom will continue to be independent as required by the NASDAQ Capital Market, which in May 2015 granted ApolloMed conditional approval to list its common stock thereon. That listing has not taken place yet.

In commenting on these changes, Warren Hosseinion, M.D., ApolloMed’s Chief Executive Officer stated, “I would like to thank Mitch for his service and contributions to ApolloMed. We wish both Mitch and Mark the best of luck and are proud that two of our alumni are leading the turnaround efforts at DOCHS. At the same time, we have retained a well-known executive search firm to assist us in finding a new CFO who will be able to continue to help us grow as we further implement our business model.”

“The transition of legal services is logical at this time given our increased level of business activity. By coordinating outside legal services, Mr. Kimmel will be able to help us manage those activities and monitor their cost more closely,” stated Gary Augusta, Executive Chairman. “These changes will also solidify efforts we are making to build a more cost efficient operating and growth platform as we venture more into risk-taking reimbursement models and population health management services.”

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About Apollo Medical Holdings, Inc. (ApolloMed)

Headquartered in Glendale, California, ApolloMed is a leading integrated population health management company committed to providing exceptional multi-disciplinary care in the communities it serves. ApolloMed is addressing the healthcare needs of its patients by leveraging its integrated healthcare delivery platform comprised of six affiliated and complementary physician groups: ApolloMed Hospitalists, ApolloMed ACO (Accountable Care Organization), Maverick Medical Group (Independent Physician Association), AKM Medical Group (IPA), ApolloMed Care Clinics and Apollo Palliative Services. ApolloMed strives to improve medical outcomes with high-quality, cost-efficient care. For more information, please visit www.apollomed.net

Forward Looking Statements

This press release may contain forward-looking statements, including information about management's view of Apollo Medical Holdings, Inc. (“the Company”) future expectations, plans and prospects. In particular, when used in the preceding discussion, the words "believes," "expects," "intends," "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements. Any statements made in this press release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of the Company, its subsidiaries and concepts to be materially different than those expressed or implied in such statements. Unknown or unpredictable factors also could have material adverse effects on the Company’s future results. Some factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Company’s Annual Report on our amended Form 10-K for the fiscal year ended March 31, 2015, under the caption “Risk Factors”, which is on file with the Securities and Exchange Commission and available in the “Investor” section of the Company’s website under the heading “SEC Filings”. The forward-looking statements included in this press release are made only as of the date hereof.  The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by Apollo Medical Holdings, Inc.

For More Information, PLEASE CONTACT:

Michael Sullivan

RedChip Companies Inc.

1-800-733-2447 Ext. 115

michael@redchip.com

 

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