piii-20260520
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 20, 2026
P3 Health Partners Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40033 | 85-2992794 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
2370 Corporate Circle Suite 300 Henderson, Nevada | 89074 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(702) 910-3950
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | ||||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A common stock, par value $0.0001 per share | PIII | The Nasdaq Stock Market LLC | ||||||||||||
| Warrants exercisable for one share of Class A common stock | PIIIW | 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 28, 2025, P3 Health Partners Inc. (the “Company”) received a letter from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it did not comply with at least one of the following standards set out in Nasdaq Listing Rule 5550(b): $2.5 million stockholders’ equity, $35 million market value of listed securities, or $500,000 of net income from continuing operations.
On May 20, 2026, the Company received a letter from the Staff notifying the Company that, based on the Company’s Form 8-K filed with the SEC on May 15, 2026, the Staff has determined that the Company complies with Nasdaq Listing Rule 5550(b)(2) and has now returned to compliance with Nasdaq continued listing requirements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| P3 Health Partners Inc. | |||||||||||
| Date: | May 26, 2026 | By: | /s/ Leif Pedersen | ||||||||
| Leif Pedersen | |||||||||||
| Chief Financial Officer | |||||||||||