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): May 31, 2018

APOLLO MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37392	46-3837784
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

1668 S. Garfield Avenue, 2nd Floor, Alhambra, CA 91801

(Address of principal executive offices) (zip code)

(626) 282-0288

(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)

¨ Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Termination of Employment Agreements

On May 31, 2018, Apollo Medical Management, Inc. (“AMM”) a wholly-owned subsidiary of Apollo Medical Holdings, Inc. (the “Company”), provided to Gary Augusta, the President of the Company, notice of termination (the “Augusta Notice of Termination”) of that certain Employment Agreement, dated December 20, 2016 (the “Augusta Employment Agreement”), between AMM and Mr. Augusta. Pursuant to the Augusta Notice of Termination, and in accordance with the Augusta Employment Agreement, the effective date of termination of the Augusta Employment Agreement is thirty (30) days after the date on which the Augusta Notice of Termination is given to Mr. Augusta (the “Augusta Termination Date”). Mr. Augusta will continue in his current role with the Company until the Augusta Termination Date and, thereafter, will continue to serve as a director on the Company’s Board of Directors.

On May 31, 2018, AMM provided to Mihir Shah, the Chief Financial Officer of the Company, notice of termination (the “Shah Notice of Termination”) of that certain Employment Agreement, dated December 20, 2016 (as amended effective July 1, 2017, the “Shah Employment Agreement”), between AMM and Mr. Shah. Pursuant to the Shah Notice of Termination, and in accordance with the Shah Employment Agreement, the effective date of termination of the Shah Employment Agreement is thirty (30) days after the date on which the Shah Notice of Termination is given to Mr. Shah (the “Shah Termination Date”). Mr. Shah will continue in his current role with the Company until the Shah Termination Date.

Appointment of new Chief Financial Officer

On June 5, 2018, Eric Chin entered into an employment agreement with the Company pursuant to which Mr. Chin will serve as the new Chief Financial Officer of the Company, effective upon the Shah Termination Date. Mr. Chin, the current Chief Financial Officer of Network Medical Management, Inc. (“NMM”), the Company’s wholly-owned subsidiary, will continue to serve as the Chief Financial Officer of NMM.

Mr. Chin, 38, joined NMM as its Chief Financial Officer in March 2018. From October 2015 to March 2018, Mr. Chin served as the Controller/Head of Finance - Real Estate of Public Storage, Inc., a New York Stock Exchange listed company and a member of the S&P 500. From May 2011 to October 2015, he served as Assistant Vice-President - Financial Reporting of Alexandria Real Estate Equities, Inc., a New York Stock Exchange listed company and a member of the S&P 500. Mr. Chin began his career at Ernst & Young LLP. In his role as an Assurance Senior Manager at Ernst & Young LLP, from October 2002 to May 2011, Mr. Chin provided assurance services to both publicly traded companies and private companies. Mr. Chin is a certified public accountant. Mr. Chin received his Bachelor of Arts degree in Business/Economics with Accounting and Computing from the University of California, Los Angeles.

Under the employment agreement between the Company and Mr. Chin, the Company agreed to (i) pay Mr. Chin an annual salary of $300,000, (ii) pay Mr. Chin a $30,000 guaranteed minimum bonus annually (prorated if he is terminated without cause), and (iii) grant Mr. Chin, on an annual basis, options to acquire such number of shares of common stock of the Company having an aggregate valuation in the amount of $30,000 based on the then-current fair market value of such common stock. Mr. Chin’s employment with the Company is “at-will” and will not be for any specific period of time.

It is expected that Mr. Chin will enter into the Company’s standard form of indemnity agreement, the form of which was filed as an exhibit to the Company’s Form 8-K filed on December 13, 2017 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Chin and any other persons pursuant to which he was chosen as an officer of the Company. There are no family relationships between Mr. Chin and any of the Company’s directors, executive officers, or persons nominated or chosen by the Company to become a director or executive officer. Mr. Chin is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

Item 8.01 Other Events

On June 6, 2018, the Company issued a press release announcing the appointment of its new Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements And Exhibits

(d)       Exhibits.

Exhibit No.	Description
99.1	Press Release of Apollo Medical Holdings, Inc., dated June 6, 2018.

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.
Dated: June 6, 2018	By:	/s/ Thomas S. Lam
	Name:	Thomas S. Lam, M.D.
	Title:	Co-Chief Executive Officer

EX-99.1

Exhibit 99.1

 

APOLLO MEDICAL HOLDINGS ANNOUNCES APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER

Alhambra, CA and Glendale, CA – (PR Newswire) – June 6, 2018 – Apollo Medical Holdings, Inc. (“ApolloMed” or “the Company”) (NASDAQ: AMEH), an integrated population health management company, is pleased to announce the appointment of Eric Chin as the Company’s new Chief Financial Officer effective July 1, 2018. Mr. Chin will be replacing Mihir Shah, who has served as ApolloMed’s CFO for the past two years. Additionally, the Company has decided to eliminate the position of President, currently held by Gary Augusta, and transfer those duties to ApolloMed’s Co-CEOs, Warren Hosseinion, M.D. and Thomas Lam, M.D. Mr. Augusta will remain as a member of ApolloMed’s Board of Directors.

As CFO, Mr. Chin will be responsible for overseeing all financial aspects of the Company, including financial planning and analysis, accounting and financial reporting, as well as managing the internal audit, tax and treasury functions.

Mr. Chin has served as the Chief Financial Officer of Network Medical Management, Inc., one of the Company’s subsidiaries, since March 2018. Prior to joining Network Medical, Mr. Chin served as the Controller/Head of Finance - Real Estate of Public Storage, Inc., a New York Stock Exchange listed company and a member of the S&P 500. From May 2011 to October 2015, he served as Assistant Vice-President - Financial Reporting of Alexandria Real Estate Equities, Inc., a New York Stock Exchange listed company and a member of the S&P 500. Mr. Chin began his career at Ernst & Young LLP in 2002. In his role as an Assurance Senior Manager at Ernst & Young LLP, Mr. Chin provided assurance services to both publicly traded companies and private companies. In addition to providing audit and attestation services, Mr. Chin assisted clients with services related to equity offerings, debt offerings and technical research.

Mr. Chin is a Certified Public Accountant. He received his Bachelor of Arts degree in Business/Economics with Accounting and Computing from UCLA.

“We are excited to have Eric join our team,” stated Warren Hosseinion, M.D., Co-Chief Executive Officer of Apollo Medical Holdings. “He brings excellent credentials in both the public and private capital markets, a proven track record of financial stewardship and strong operational skills.”

“On behalf of our Board, our executive team and our employees, we wish Mihir and Gary the best in their future endeavors,” added Warren Hosseinion, M.D.

“We welcome Eric to the executive management team,” stated Kenneth Sim, M.D., Executive Chairman of Apollo Medical Holdings. “He will be an asset to the Company as we continue to execute on our growth initiatives.”

“ApolloMed is a leader in the population health management industry that leverages its core strengths of clinical expertise, its proven ability to profitably assume capitated financial risk for its patients and its technology platform,” stated Eric Chin. “I am excited to join ApolloMed’s passionate executive team.”

About Apollo Medical Holdings, Inc. (ApolloMed)

ApolloMed is a leading physician-centric integrated population health management company, which, together with its subsidiaries, including a Next Generation Accountable Care Organization (“NGACO”), and its affiliated Independent Physician Associations (each, an “IPA”), are working to provide coordinated, outcomes-based high-quality medical care for patients, particularly senior patients and patients with multiple chronic conditions, in a cost-effective manner.  Led by a management team with over two decades of experience,  ApolloMed is addressing the healthcare needs of its patients by leveraging its integrated health management and healthcare delivery platform that includes: Network Medical Management (MSO),  Apollo Medical Management (MSO), ApolloMed Hospitalists, APA ACO (Next Generation ACO), Allied Physicians of California (IPA), Maverick Medical Group (IPA) and Apollo Care Connect (Digital Population Health Management Platform). 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 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as statements about the potential contributions of the Company’s newly appointed executive officer and the Company’s ability to leverage its core strengths. Forward-looking statements reflect current views with respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain assumptions of the Company's management, and some or all of such expectations and assumptions may not materialize or may vary significantly from actual results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties and other factors, known and unknown, including the risk factors described from time to time in the Company's reports to the U.S. Securities and Exchange Commission (including without limitation the ”Risk Factors” discussed in the Company's Annual Report on Form 10-K filed on April 2, 2018).

For More Information, PLEASE CONTACT:

Warren Hosseinion, M.D.

Co-Chief Executive Officer

Apollo Medical Holdings

(818) 839-5200

warrenhoss@apollomed.net