APOLLO MEDICAL HOLDINGS, INC. (OTCMKTS:AMEH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
As previously reported, on December 21, 2016, Apollo Medical
Holdings, Inc., a Delaware corporation (the Company), entered
into an Agreement and Plan of Merger (the Merger Agreement) among
the Company, Apollo Acquisition Corp., a California corporation
and wholly-owned subsidiary of the Company (Merger Subsidiary),
Network Medical Management, Inc., a California corporation (NMM),
and Kenneth Sim, M.D., not individually but in his capacity as
the representative of the shareholders of NMM (the Shareholders
Representative).
As previously reported under Item 1.01 in the Current Report on
Form 8-K filed on December 22, 2016, to Section 3.14 of the
Merger Agreement, on January 3, 2017 NMM provided a loan to the
Company in the principal amount of Five Million Dollars
($5,000,000), which is evidenced by a Promissory Note (the
Promissory Note).
The Promissory Note has a term of two (2) years, with the
Companys payment obligations commencing on February 1, 2017 and
continuing on a quarterly basis thereafter until January 2019
(the Maturity Date). Under the terms of the Promissory Note, the
Company must pay NMM interest on the principal balance
outstanding at the Prime Rate plus one percent (1%). As used in
the Promissory Note, Prime Rate means the prime rate of interest
for commercial customers as publicly or privately announced from
time to time by Bank of America.
All outstanding principal and accrued but unpaid interest under
the Promissory Note is due and payable in full on the Maturity
Date. The Company may voluntarily prepay the outstanding
principal and interest in whole or in part without penalty or
premium.
Under the Promissory Note, upon the occurrence of any Event of
Default (as such term is defined in the Promissory Note), the
unpaid principal amount of, and all accrued but unpaid interest
on, the Promissory Note will become due and payable immediately
at the option of NMM. In such event, NMM may, at its option,
declare the entire unpaid balance of the Promissory Note,
together with all accrued interest, applicable fees, and costs
and charges, including costs of collection, if any, to be
immediately due and payable in cash.
The foregoing description of the Promissory Note does not purport
to be complete and is qualified in its entirety by reference to
the complete text of the Promissory Note, a copy of which is
filed herewith as Exhibit 99.1 and which is incorporated herein
by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 99.1 |
Promissory Note dated as of January 3, 2017 between Apollo Medical Holdings, Inc. and Network Medical Management, Inc. |
About APOLLO MEDICAL HOLDINGS, INC. (OTCMKTS:AMEH)
Apollo Medical Holdings, Inc. is a patient-centered, physician-centric integrated population health management company working to provide coordinated, outcomes-based medical care. The Company operates in healthcare delivery segment. Its operations include Hospitalists, which include its contracted physicians focusing on the delivery of medical care to hospitalized patients; an accountable care organization (ACO), which focuses on providing care to Medicare fee-for-service patients; an independent practice association (IPA), which contracts with physicians and provides care to Medicare, Medicaid, commercial and dual-eligible patients on a risk- and value-based fee basis; approximately three clinics, which it owns or operates, and which provide specialty care in the greater Los Angeles area, and Palliative care, home health and hospice services, which include its at-home and end-of-life services. APOLLO MEDICAL HOLDINGS, INC. (OTCMKTS:AMEH) Recent Trading Information
APOLLO MEDICAL HOLDINGS, INC. (OTCMKTS:AMEH) closed its last trading session up +0.05 at 9.95 with 1,105 shares trading hands.