UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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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
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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