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): February 2, 2022

 

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)

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

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

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 February 2, 2022, Mr. Richard A. Barasch notified CareMax, Inc., a Delaware corporation (the “Company”), of his decision to resign as a member of the board of directors of the Company (the “Board”) and as Executive Chair of the Board, effective on such date. Mr. Barasch’s resignation is not because of any disagreement between the Company and Mr. Barasch, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies, or practices. Mr. Jose R. Rodriguez, the Lead Independent Director of the Board, was appointed as Chair of the Board to succeed Mr. Barasch.

Mr. Barasch has entered into an advisory agreement with the Company (the “Advisory Agreement”) pursuant to which he will remain an advisor to the Board through February 2, 2023. Under the terms of the Advisory Agreement, Mr. Barasch will receive a monthly advisory fee of $25,000 and the continued vesting of equity compensation granted to Mr. Barasch for his service as Executive Chair of the Board. The foregoing description of the Advisory Agreement is not complete and is qualified by reference to the full text of the Advisory Agreement, which will be included as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Item 7.01 Regulation FD Disclosure.

On February 7, 2022, the Company issued a press release announcing the board leadership changes described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 and in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	Exhibit Index
Exhibit No.	Description
99.1	Press release, dated February 7, 2022.

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: February 7, 2022

CareMax, Inc.

By: /s/ Kevin Wirges

Name: Kevin Wirges

Title: Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

EX-99.1

 

FOR IMMEDIATE RELEASE

CareMax, Inc. Announces Board Leadership Transition

MIAMI, FL – February 7, 2022 – CareMax, Inc. (“CareMax”) (NASDAQ: CMAX; CMAXW), a leading technology-enabled provider of value-based care to seniors, today announced the appointment of Mr. Jose R. Rodriguez as Chair of CareMax’s board of directors, to succeed Mr. Richard A. Barasch, who has resigned from the Board. Mr. Rodriguez has served as a member of CareMax’s board of directors since June 2021 and previously served as CareMax’s Lead Independent Director. Mr. Barasch will continue to serve as an advisor to CareMax’s board of directors.

“We are excited that Jose has agreed to lead CareMax’s board of directors as we start our first full year as a public company. The board and I believe Jose’s recognized leadership in corporate governance, together with his experience running and auditing large, complex organizations, including payors, providers and Medicare Advantage arrangements, and serving on the board of directors and as lead director of KPMG U.S. and Americas, will serve the company well in his expanded role as Chair,” said Carlos de Solo, CEO of CareMax. “We appreciate Richard’s immeasurable contributions to CareMax’s transition to a public company, and his service as Executive Chair since the business combination. I believe we have laid the groundwork for CareMax to succeed in 2022, having grown to more than 32,000 Medicare Advantage members as of the end of 2021.”

“I am confident that the leadership team at CareMax has positioned itself to grow the company’s value-based business model and I am honored to have been chosen to lead the board during this next chapter for CareMax,” said Mr. Rodriguez. “I am grateful for Richard’s help in bringing CareMax to the public markets and am excited to continue to build upon the progress he has made.”

“I continue to believe that CareMax’s model of value-based care and chronic disease management is an effective way to lower healthcare costs and improve patient outcomes in Medicare Advantage, especially for dual eligible beneficiaries and those with chronic conditions,” said Mr. Barasch. “I am proud of the work that CareMax has done for these underserved communities and believe that the company has significant opportunities ahead of it.”

About CareMax

CareMax is a technology-enabled care platform providing value-based care and chronic disease management to seniors. CareMax operates medical centers that offer a comprehensive suite of healthcare and social services, and a proprietary software and services platform that provides data, analytics, and rules-based decision tools/workflows for physicians across the United States. CareMax is listed on the Nasdaq Stock Market under the trading symbol “CMAX.” Learn more at www.caremax.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding our future growth and strategy. Words such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” or “will,” or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. These forward-looking statements are not guarantees of future performance, conditions

or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

Important risks and uncertainties that could cause the Company’s actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, the impact of board leadership changes, the impact of COVID-19 or any variant thereof on the Company’s business and results of operation; the availability of sites for medical facilities and the costs of opening such medical facilities; changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to the Company’s services; the Company’s ability to continue its growth, including in new markets; changes in laws and regulations applicable to the Company’s business, in particular with respect to Medicare Advantage and Medicaid; the Company’s ability to maintain its relationships with health plans and other key payers; any delay, modification or cancellation of government contracts; the Company’s future capital requirements and sources and uses of cash, including funds to satisfy its liquidity needs; the Company or any other party’s ability to fulfill contractual obligations; and the Company’s ability to recruit and retain qualified team members and independent physicians. For a detailed discussion of the risk factors that could affect the Company’s actual results, please refer to the risk factors identified in the Company’s reports filed with the SEC. All information provided in this press release is as of the date hereof, and the Company undertakes no duty to update or revise this information unless required by law, and forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release.

XML

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Document Information [Line Items]
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Document Type	8-K
Document Period End Date	Feb. 02, 2022
Entity Registrant Name	CareMax, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39391
Entity Tax Identification Number	85-0992224
Entity Address, Address Line One	1000 NW 57 Court
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33126
City Area Code	786
Local Phone Number	360-4768
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Common Class A [Member]
Document Information [Line Items]
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	CMAX
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Security 12b Title	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	CMAXW
Security Exchange Name	NASDAQ