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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 30, 2021

 

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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)

 

(I.R.S. Employer
Identification No.)

 

1000 NW 57 Court, Suite 400

Miami, FL 33126

(Address of principal executive offices, including zip code)

(786) 360-4768

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbols

 

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 one share of Class A common stock, each at an exercise price of $11.50 per share

 

CMAXW

 

The Nasdaq Stock Market LLC

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication 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-commencements 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 (§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 30, 2021, CareMax, Inc., a Delaware corporation (the “Company”), entered into a Separation and Release Agreement (the “Agreement”) with Mr. William C. Lamoreaux, the Executive Vice President of the Company, pursuant to which Mr. Lamoreaux resigned from his position with the Company, effective as of such date.

Pursuant to the terms of the Agreement, the Company agreed to, among other things, (i) continue to pay Mr. Lamoreaux his base salary of $450,000 for a period of twelve months; (ii) pay Mr. Lamoreaux a lump sum pro-rated targeted annual bonus of $253,972 for 2021; and (iii) pay COBRA medical premiums for Mr. Lamoreaux and certain family members for up to twelve months, as applicable. The Agreement also includes customary releases on behalf of Mr. Lamoreaux and restrictive covenants of Mr. Lamoreaux, including certain confidentiality, non-competition and non-solicitation obligations.

The foregoing description of the Agreement is not a complete description and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

Exhibit Index

Exhibit No.

 

Description

 

 

 

10.1

 

Separation and Release Agreement, dated September 30, 2021, by and between CareMax, Inc. and William C. Lamoreaux.

 

 

 

104

 

Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

 

 

SIGNATURE

 

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.

 

Dated: October 6, 2021

CareMax, Inc.

By: /s/ Kevin Wirges

Name: Kevin Wirges

Title: Executive Vice President, Chief Financial Officer and Treasurer