APOLLO MEDICAL HOLDINGS, INC. (OTCMKTS:AMEH) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Securities Purchase Agreement

On March 30, 2017, Apollo Medical Holdings, Inc. (the Company)
entered into a Securities Purchase Agreement (the Agreement) with
Alliance Apex, LLC (Alliance), to which Alliance loaned the
Company $4,990,000.00 and the Company issued its Convertible
Promissory Note (the Note) to Alliance. The proceeds of the
transaction will be used by the Company for working capital.

The Note pays interest at a rate of 6% per annum. The entire
then-outstanding principal of the Note and all accrued, unpaid
interest thereon, shall be due and payable by the Company to
Alliance on (i) December 31, 2017, or (ii) the date on which the
Change of Control Transaction (as defined in the Note) is
terminated, whichever occurs first (the Maturity Date). Upon the
closing, on or before the Maturity Date, of the Change of Control
Transaction, the original principal amount of the Note, together
with all accrued and unpaid interest thereon, shall automatically
be converted (a Mandatory Conversion) on the business day
following such closing into shares of the Companys common stock,
at a conversion price of $10.00 per share, subject to adjustment
for stock splits, stock dividends, reclassifications and other
similar recapitalization transactions that occur after the date
of the Note. The Note may not be prepaid, in whole or in part, by
the Company, nor converted into shares of the Companys common
stock voluntarily by Alliance.

If the closing of the Change of Control Transaction has not
occurred on or before the Maturity Date, then the entire
then-outstanding principal balance under the Note and all
accrued, unpaid interest thereon, shall be due and payable by the
Company to Alliance on the Maturity Date; provided, however, if
the Mandatory Conversion has not occurred on or before the
Maturity Date, then the Company shall have 45 days following the
Maturity Date to repay the outstanding principal, together with
accrued and unpaid interest, on the Note.

In the case of an Event of Default (as defined in the Note), the
entire outstanding principal and all accrued and unpaid interest
under the Note shall automatically become immediately due and
payable, without presentment, demand, protest or notice of any
kind. If any other event of default occurs and is continuing,
Alliance, by written notice to the Company, may declare the
outstanding principal and interest under the Note to be
immediately due and payable. After maturity (by acceleration or
otherwise), the unpaid balance (both as to principal and unpaid
pre-maturity interest) shall bear interest at a default rate
equal to the lesser of (a) three percent (3%) over the rate of
interest in effect immediately prior to maturity or (ii) the then
maximum legal rate allowed under the laws of the State of
California. Additionally, the Company shall pay all costs of
collection incurred by Alliance, including reasonable attorneys
fees incurred in connection with the Alliances reasonable
collection efforts.

The Companys common stock issuable upon conversion of the Note
has not been registered under the Securities Act. The Note has
been, and any common stock issuable upon conversion of the Note
will be, appropriately legended with respect to such restrictions
on transferability. to the Securities Purchase Agreement,
Alliance has been granted both demand and piggyback registration
rights to register the shares of the Companys common stock
issuable upon conversion of the Note, subject to a good faith,
pro rata clawback provision.

The Securities Purchase Agreement and the Note contain other
provisions typical of a transaction of this nature, including
without limitation, representation and warranties, restrictions
on transferability of the Note, mutual indemnification by the
parties, governing law and venue for resolution of disputes.

Amendment of Merger Agreement

As previously reported in a Current Report on Form 8-K filed by
the Company with the Securities and Exchange Commission on
December 22, 2016, the Company, Apollo Acquisition Corp., a
California corporation and wholly-owned subsidiary of the
Company, 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
entered into an Agreement and Plan of Merger dated as of December
21, 2016 (the Merger Agreement).

In connection with the financing described above, the nature of
the Note being convertible into shares of the Companys common
stock, a request of Alliance to have NMM guaranty repayment of
the Note if it is not converted into shares of the Companys
common stock in accordance therewith, and the issuance of such
guaranty by NMM to Alliance, the parties to the Merger Agreement
entered into an Amendment to Agreement and Plan of Merger as of
March 30, 2017 (the Merger Agreement Amendment). to the Merger
Agreement Amendment, certain shares of the Companys common stock,
including shares issuable to Alliance upon conversion of the
Note, are excluded from the calculation of Parent Shares (as
defined in the Merger Agreement) for purposes of calculating the
Exchange Ratio (as defined in the Merger Agreement).

Additionally, as consideration for excluding the shares issuable
upon conversion of the Note from the definition of Parent Shares
and the calculation of Exchange Ratio and NMMs issuing the
guaranty, the Company agreed to issue NMM a stock purchase
warrant for 850,000 shares of the Companys common stock at an
exercise price of $11.00 per share, such warrant to be issued as
part of the Merger Consideration (as defined in the Merger
Agreement), payable at the closing of the merger transaction.

The Merger Agreement Amendment contains other technical and
conforming changes, including provisions for the deposit of the
Merger Consideration at or prior to the effective time of the
merger transaction, the preparation and delivery before the
closing of the merger transaction of a spreadsheet regarding
calculation of the consideration and the addition of certain
defined terms. Except as expressly set forth in the Merger
Agreement Amendment, the Merger Agreement remains unchanged and
in full force and effect.

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 00.00 at 9.00 with 1,300 shares trading hands.