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.

Merger Agreement

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). The Merger Agreement is attached hereto as
Exhibit 99.1.

Thomas Lam, M.D. and Kenneth Sim, M.D. entered into Voting
Agreements with the Company attached hereto as Exhibits 99.2 and
99.3, respectively. Under the Voting Agreements, Dr. Sim and Dr.
Lam have agreed, among other things, to vote in favor of the
approval and adoption of the Merger (as such term is defined
below) and the Merger Agreement.

Under the terms of the Merger Agreement, Merger Subsidiary will
merge with and into NMM, with NMM becoming a whollyowned
subsidiary of Apollo Medical Holdings (the Merger). The Merger is
intended to qualify for federal income tax purposes as a
taxdeferred reorganization under the provisions of Section 368(a)
of the Internal Revenue Code of 1986. In the transaction NMM will
receive such number of shares of ApolloMed common stock such that
NMM shareholders will own 82% and the Company shareholders will
own 18% of issued and outstanding shares at closing.
Additionally, NMM has agreed to relinquish its redemption rights
relating to preferred stock it owns in the Company to the terms
of a Consent and Waiver Agreement dated as of December 21, 2016
by and between the Company and NMM attached hereto as Exhibit
99.4. The transaction was approved unanimously by the Board of
Directors of both companies. Consummation of the Merger is
subject to various closing conditions, including, among other
things, approval by the stockholders of the Company and the
stockholders of NMM. As part of the Merger Agreement, the Company
and NMM have made various mutual representations and warranties.

Within five business days following the execution of the Merger
Agreement, NMM must provide a working capital loan to the Company
in the principal amount of $5,000,000, which will be evidenced by
a promissory note.

The Merger Agreement grants each party the ability to update
disclosure schedules through January 20, 2017. If any updated
disclosure schedules are found to be unacceptable to the
receiving party, as determined in such receiving partys sole
discretion, then such receiving party may terminate the Merger
Agreement no later than February 3, 2017.

The Merger Agreement provides that Thomas Lam, M.D., current
Chief Executive Officer of NMM, and Warren Hosseinion, M.D., will
be Co-Chief Executive Officers of the combined company upon
closing of the transaction. Kenneth Sim, M.D., who currently
serves as Chairman of NMM, will be Executive Chairman of the
Company. Gary Augusta, current Executive Chairman of the Company,
will be President, Mihir Shah will continue as Chief Financial
Officer, and Hing Ang, current Chief Financial Officer of NMM
will be the Chief Operating Officer. Adrian Vazquez, M.D. and
Albert Young, M.D. will be Co-Chief Medical Officers. The Board
of Directors will consist of nine directors, five appointees
(including three independent directors) from NMM and four
appointees (including two independent directors) from the
Company.

The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety
by reference to the complete text of the Merger Agreement, a copy
of which is filed herewith as Exhibit 99.1 and which is
incorporated herein by reference.

The Merger and the foregoing description of the Merger, Merger
Agreement and the transactions contemplated thereby are intended
to provide information regarding the terms of the Merger
Agreement and such transactions, and not to provide any other
factual information about NMM or the Company. The
representations, warranties and covenants made by NMM and the
Company in the Merger Agreement were made as of the date thereof
in connection with negotiating the contract, are subject to
qualifications and limitations agreed to by the parties, and may
have been used for the purpose of allocating risk between the
parties rather than for the purpose of establishing matters as
facts. Such representations, warranties and covenants may also be
subject to a contractual standard of materiality different from
those generally applicable to shareholders and reports and
documents filed with the SEC. Information concerning the subject
matter of such representations, warranties and covenants may also
change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in public
disclosures. Accordingly, shareholders should not rely on such
representations, warranties and covenants as characterizations of
the actual state of facts or circumstances described in the
Merger Agreement.

The foregoing description of the Merger, Merger Agreement and the
transactions contemplated thereby may contain forward-looking
statements, including information about managements view of
future expectations, plans and prospects for the Company and
projections concerning the combined organization following the
merger as to number of patients, healthcare professionals,
employees and pro forma revenues as well as the merger creating a
platform with a comprehensive suite of solutions. In particular,
words such as predicts, believes, expects, intends, seeks,
estimates, plans, anticipates, and is projected to and similar
conditional expressions and future or conditional verbs such as
will, may, might, should, would and could are intended to
identify forward-looking statements. In addition, our
representatives may from time to time make oral forward-looking
statements. Any such statements, other than those of historical
fact, are forward-looking statements. Such statements are based
on the current expectations and certain assumptions of the
Companys management. Such statements are subject to a variety of
known and unknown risks, uncertainties and other factors, many of
which are beyond the control of the Company, which could cause
the actual results, performance or achievements of the Company
and its subsidiaries to be materially different than those that
may be expressed or implied in such statements or anticipated on
the basis of historical trends. Unknown or unpredictable factors
also could have material adverse effects on the Companys future
results. The Company cannot guarantee future results, levels of
activity, performance or achievements. Accordingly, you should
not place undue reliance on these forward-looking statements. The
forward-looking statements included herein are made only as of
the date hereof. The Company undertakes no obligation to update
or revise these forward-looking statements to reflect the impact
of circumstances or events that arise after the date the
forward-looking statement was made, except as required by law,
and also undertakes no obligation to update or correct
information prepared by third parties that are not paid for by
the Company. You should not place undue reliance on any
forward-looking statement and should consider the uncertainties
and risks discussed under Item 1A. Risk Factors of the Companys
Annual Report on Form 10-K for the year ended March 31, 2016 and
in any of the Companys other subsequent Securities and Exchange
Commission (SEC) filings.

This 8-K does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any proxy,
vote or approval. In connection with the proposed transaction,
the Company intends prepare and file with the SEC a proxy
statement and other documents with respect to the merger.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, IF AND WHEN THEY BECOME AVAILABLE. THESE
ITEMS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.

Investors may obtain free copies of the proxy statement and other
relevant documents filed by the Company with the SEC (if and when
they become available) through the website maintained by the SEC
at www.sec.gov. Copies of the documents filed by the Company with
the SEC will also be available free of charge on the Companys
website at www.apollomed.net.

The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Companys stockholders in respect of the proposed transaction.
Information regarding the Companys directors and executive
officers, and additional information regarding the interests of
such potential participants will be included in the proxy
statement and other relevant documents filed with the SEC in
connection with the proposed transaction, if and when they become
available. These documents will be available free of charge on
the SECs website and from the Company using the sources indicated
above.

For information about the Companys relationships and transactions
with NMM, please see the Companys Annual Report on Form 10-K for
the year ended March 31, 2016, the Companys definitive Proxy
Statement for the Annual Meeting of Stockholders held in
September 2016, and any of the Companys SEC filings filed since
the Proxy Statement. The Companys filings with the SEC, including
the Annual Report, the Proxy Statement and the Quarterly Report,
are available at the SECs website at www.sec.gov. Copies of
certain of the Companys agreements with these related parties are
publicly available as exhibits to the Companys public filings
with the SEC and accessible at the SECs website.

Item 7.01. Regulation FD Disclosure.

On December 22, 2016, the Company issued a press release
announcing the execution of the Merger Agreement. A copy of that
press release is attached to this Current Report on Form 8-K as
Exhibit 99.5. The information in this press release shall not be
deemed to be filed for the purposes of Section 18 of the Exchange
Act or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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 +2.30 at 7.25 with 17,866 shares trading hands.