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): June 24, 2022


ATI PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
001-39439
85-1408039
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

790 Remington Boulevard
Bolingbrook, Illinois
  
60440
(Address of principal executive offices)
  
(Zip Code)

(630) 296-2223
(Registrant’s telephone number, including area code)
 

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:
 
☐
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))

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

Title of Each Class
  
Trading
Symbol
  
Name of Each Exchange
on Which Registered
Class A Common Stock, $0.0001 par value
  
ATIP
  
New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
  
ATIP WS
  
New York Stock Exchange
 
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.
 
Effective July 8, 2022, Joe Zavalishin, Chief Development Officer, will resign from the Company.  Under the terms of his employment agreement, the Company and Mr. Zavalishin are to enter into a mutual release pursuant to which Mr. Zavalishin will be eligible for the following payments and benefits: (i) 1.25x the sum of his base salary and target bonus in 2022, paid over 15 months from the date of termination; (ii) a prorated bonus for the current year, based on actual performance in accordance with the Company's Annual Incentive Bonus plan, paid at the time bonuses are paid to other employees; (iii) continued coverage of health benefits for up to 12 months, if elected; and (iv) the vesting of all unvested grants of equity compensation made to him pursuant to the Wilco Acquisition LP 2016 Equity Incentive Plan.
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 24, 2022
ATI Physical Therapy, Inc.
     
 
By:
/s/ Joseph Jordan
 
Name:
Joseph Jordan
 
Title:
Chief Financial Officer