As filed with the Securities and Exchange Commission on August 16, 2023

Registration No. 333-           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Apollo Medical Holdings, Inc.

(Exact name of registrant as specified in its charter)

1668 S. Garfield Avenue, 2nd Floor

Alhambra, California 91801

(626) 282-0288

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas Lam

Co-Chief Executive Officer and President

Apollo Medical Holdings, Inc.

1668 S. Garfield Avenue, 2nd Floor

Alhambra, California 91801

(626) 282-0288

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Jurgita Ashley

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ¨  

PROSPECTUS

 APOLLO MEDICAL HOLDINGS, INC.

EMPLOYEE STOCK PURCHASE PLAN

______________________________

This prospectus is being filed for the purpose of registering the issuance of up to 5,000,000 shares of common stock, $0.001 par value per share (the “common stock”), of Apollo Medical Holdings, Inc. (the “Company”) available for issuance under the Apollo Medical Holdings, Inc. Employee Stock Purchase Plan (the “Plan”). The purpose of the Plan is to provide eligible employees and consultants of the Company and its designated subsidiaries with the opportunity to acquire shares of the Company’s common stock on a discounted basis through participation in a payroll deduction-based stock purchase plan.

The Plan allows eligible employees and consultants to set aside funds that will be used to purchase the Company’s common stock. Eligible employees and consultants who enroll in the Plan can elect to have a portion of their compensation withheld from their paychecks during a specified offering period (generally, six months). At the end of each offering period, funds that were withheld during that period will be used to purchase the Company’s common stock at a discount. The price paid for shares of common stock will be calculated as described herein (see Question 4 and Question 22). Participants can elect to have a specified percentage of their compensation, from a minimum of 1% to a maximum of 25%, withheld from their paycheck for each payroll period. The maximum number of shares of common stock that any one participant can purchase during any single offering period may not exceed 920 shares. Also, in no event will any participant be granted the right to purchase, during any single calendar year, shares worth more than $25,000 (determined based on the closing stock price on the first trading day of each applicable offering period). The Company reserves the right to modify the pricing or any other provision of the Plan at any time.

Participation in the Plan is entirely voluntary. Eligible participants may enroll during any enrollment period, which, for each offering period, will be a period of time designated by the Plan administrator that ends no later than the last day prior to the beginning of the applicable offering period. To enroll, participants must use the online enrollment system of the Plan’s third-party administrator, E*TRADE, during the applicable enrollment period. Once enrolled, participants will begin participating in the Plan at the beginning of the next offering period. Participants will continue to be enrolled in the Plan unless and until the earliest of a change to their enrollment, as permitted under the Plan, withdrawal from the Plan, termination of their employment or otherwise ceasing to be eligible to participate in the Plan, or no further shares are authorized for purchase under the Plan or the Plan is otherwise terminated.

The common stock is listed on The Nasdaq Stock Market (“Nasdaq”) under the trading symbol “AMEH.” As of August 14, 2023, the last reported sale price of our common stock was $39.11 per share.

Investing in our securities involves risks. Before buying our securities, you should refer to the risk factors included in our periodic reports, in any prospectus supplements relating to the Plan and in other information that we file with the Securities and Exchange Commission. See “Risk Factors” on page 4 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 16, 2023

TABLE OF CONTENTS

Unless otherwise stated or the context otherwise requires, references in this prospectus to “Apollo” or the “Company,” and “we,” “our,” and “us” refer to Apollo Medical Holdings, Inc. and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entities (“VIEs”).

ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated by reference in this prospectus and in any supplement hereto. We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and in any supplement hereto. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and in any supplement is accurate only as of the date on its cover page and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference or, in each case, any earlier date specified for such information, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the Securities and Exchange Commission (the “SEC”) before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

Available Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is www.sec.gov.

We also maintain an internet website at www.apollomed.net. Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our quarterly reports on Form 10-Q, annual reports on Form 10-K, current reports on Form 8-K, and all amendments to those reports. Information contained on, or that may be accessed through, our website is provided for textual reference only and does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.

This prospectus is part of a registration statement that we filed with the SEC and does not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC through the SEC’s website at the address provided above. You may also request a copy of the registration statement from us, as provided below.

We annually send to our stockholders our annual report to stockholders and a proxy statement for our annual meeting. We also, from time to time, may send them copies of our news releases and other information and reports. You should be receiving copies of all of our mailings to our stockholders. If you are not receiving such mailings, please notify us, at the address or telephone number noted below, and we will put you on the mailing list. You may also at any time request copies of any of the mailings we have sent to stockholders and we will provide you copies.

Incorporation by Reference

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.

This prospectus incorporates by reference the documents set forth below that have previously been filed with the SEC:

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this prospectus (excluding any information furnished to, rather than filed with, the SEC) and prior to the termination of this offering or prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at the address provided above. You also may request a copy of any document incorporated by reference in this prospectus (excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference in this document), at no cost, by writing or telephoning us at the following address and phone number:

Apollo Medical Holdings, Inc.

Attn: Chief Financial Officer

1668 S. Garfield Avenue, 2nd Floor

Alhambra, California 91801

(626) 282-0288

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein and any prospectus supplement delivered with this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus and the documents incorporated by reference herein, including statements regarding general economic and market conditions, our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “budgeted,” “can,” “contemplate,” “continue,” “could,” “design,” “envision,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “think,” “will,” “would,” or the negative of these terms or other similar terms or expressions, although not all forward-looking statements contain these identifying words.

The forward-looking statements in this prospectus and the documents incorporated by reference herein are only predictions. These forward-looking statements are not historical facts, but rather are based on our current expectations, assumptions and projections about future events. Although we believe that the expectations, assumptions and projections on which these forward-looking statements are based are reasonable, they nonetheless could prove to be inaccurate, and as a result, the forward-looking statements based on those expectations, assumptions, and projections also could be inaccurate. Forward-looking statements are not guarantees of future performance. These forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions and other important factors, some of which are beyond our control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including risks described in the section titled “Risk Factors” incorporated by reference into this prospectus from our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, any amendments to such filings and all other information contained in or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act and in our other filings with the SEC.

Other sections in this prospectus and the documents incorporated by reference herein include additional factors that could harm our business and financial performance. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements speak only as of the date made. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations. You should read this prospectus and the documents incorporated by reference herein and filed as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

RISK FACTORS

Investment in any securities offered pursuant to this prospectus involves risks. Before making decisions from time to time regarding your participation in the Plan, you should carefully read and consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K, any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, any amendments to such filings, and all other information contained in or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act. The risks and uncertainties we have described are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that we currently believe are not material may also affect our business operations. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flows could be seriously harmed. The Company cannot assure you of a profit or protect you against a loss on the shares of common stock that you acquire under the Plan, and you could lose all or part of your investment. The discussion of risks includes or refers to forward-looking statements. You should read the explanation of the qualifications and limitations on such forward-looking statements contained in or incorporated by reference into this prospectus.

THE COMPANY

Our Company

Apollo is a leading physician-centric, technology-powered, risk-bearing healthcare company. Leveraging its proprietary end-to-end technology solutions, Apollo operates an integrated healthcare delivery platform that enables providers to successfully participate in value-based care arrangements, thus empowering them to deliver high-quality care to patients in a cost-effective manner. We, together with our affiliated physician groups and consolidated entities, provide coordinated outcomes-based medical care primarily serving patients in California, the majority of whom are covered by private or public insurance provided through Medicare, Medicaid, and health maintenance organizations (HMOs), with a small portion of our revenue coming from non-insured patients. We provide care coordination services to each major constituent of the healthcare delivery system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups and health plans. Our physician network consists of primary care physicians, specialist physicians, physician and specialist extenders, and hospitalists. We operate primarily through Apollo and the following subsidiaries: Network Medical Management, Inc., Apollo Medical Management, Inc. and APA ACO, Inc., and their consolidated entities, including consolidated VIEs.

Led by a management team with several decades of experience, we have built a company and culture that is focused on physicians providing high-quality medical care, population health management, and care coordination for patients. As a result, we believe we are well-positioned to take advantage of the shift in the U.S. healthcare industry toward providing value-based and results-oriented healthcare with a focus on patient satisfaction, high-quality care, and cost efficiency.

We implement and operate different innovative healthcare models, primarily including the following integrated operations:

Corporate Information

Apollo’s common stock is listed on Nasdaq and trades under the symbol “AMEH.”

Apollo was incorporated in the State of Delaware on November 1, 1985. Our principal place of business is located at 1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801. Our telephone number is (626) 282-0288. Our corporate website address is www.apollomed.net. Information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. 

PROSPECTUS SUMMARY

This prospectus relates to shares of our common stock available for issuance under the Plan. The Company offers to certain persons employed by or rendering services to the Company, or its direct or indirect subsidiaries, the opportunity to participate in the Plan.

The Plan was adopted by our Board of Directors (the “Board”) effective April 21, 2023 and approved by our stockholders on June 13, 2023. As of August 16, 2023, 5,000,000 shares of the Company’s common stock are available for issuance under the Plan.

Participation in the Plan is entirely voluntary.

The Company will provide this prospectus to all persons who have been or are eligible to participate in the Plan. This prospectus contains only a summary of the more significant provisions of the Plan. To make this summary as clear and understandable as possible, some of the rules of the Plan are described in abbreviated form, and not all the detailed provisions of the Plan are described herein. The rights and benefits under the Plan will be governed by the provisions of the Plan, as well as applicable laws and regulations, and not by this prospectus. If there is any conflict between this prospectus and the text of the Plan, the text of the Plan will control. When making important decisions based upon the provisions of the Plan, you should consult the Plan document itself. The Plan is available at no charge from the Company, by contacting the Company’s Chief Financial Officer at the address and telephone number listed under “Where You Can Find More Information; Incorporation by Reference.”

No one can predict the future value of any stock, and investment in a single security is inherently subject to greater risk than diversified investments. You should carefully and periodically evaluate your investments in our common stock to ensure that the amount of your investment is appropriate for your individual financial situation.

DESCRIPTION OF THE APOLLO MEDICAL HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN

The following, in question-and-answer form, describes the Plan. The full text of the Plan is included as Annex A to the Company’s Proxy Statement filed on April 28, 2023, with the SEC and as an exhibit to the registration statement of which this prospectus is a part.

PLAN HIGHLIGHTS

The purpose of the Plan is to provide eligible employees and consultants of Apollo Medical Holdings, Inc. and its designated subsidiaries (collectively, “Apollo”) with the opportunity to acquire shares of Apollo Medical Holdings, Inc. common stock (“Apollo common stock”) on a discounted basis through participation in a payroll deduction-based stock purchase plan. The Plan is intended as an incentive to encourage broad-based ownership of Apollo common stock by eligible employees and consultants.

The Plan is administered by the Compensation Committee of the Board of Directors of Apollo Medical Holdings, Inc., or its delegate (the “Administrator”). The Administrator is authorized to establish the terms of stock offerings under each of two different components of the Plan: a “423 Component” and a “Non-423 Component”. Terms and conditions of the Plan that are described below are subject to change by the Administrator as provided in, and consistent with, the Plan.

The Plan allows eligible Apollo employees and consultants to set aside funds that will be used to purchase Apollo common stock. Eligible employees and consultants who enroll in the Plan can elect to have a portion of their compensation withheld from their paychecks during a specified offering period (generally, six months). At the end of each offering period, funds that were withheld by payroll deduction during that period will be used to purchase Apollo common stock at a discount.

You can elect to have a specified percentage of your compensation, from a minimum of 1% to a maximum of 25%, withheld from your paycheck for each payroll period.

The maximum number of shares of Apollo common stock that any one participant can purchase during any single offering period may not exceed 920 shares. Also, in no event will any eligible employee or consultant be granted the right to purchase, during any single calendar year, shares worth more than $25,000 (determined based on the closing stock price on the first trading day of each applicable offering period).

All payroll deductions under the Plan will be deducted from your paycheck after all applicable taxes are withheld.

The Administrator is authorized to determine the discount applicable to the purchase of Apollo common stock, within the limitations set out in the Plan. As provided in the Plan, the purchase price per share established by the Administrator for any offering shall not be lower than the lesser of (a) 85% of the fair market value per share on the first trading day of the offering period, or (b) 85% of the fair market value per share on the last trading day of the offering period.

The purchase price calculation is further described in Question 22.

Once you have purchased common stock through the plan, the shares belong to you. Generally, you may hold your shares as a long-term investment or sell them as described in the “Selling Shares” section below. However, if you are a consultant who purchased shares of Apollo common stock pursuant to the Non-423 Component of the plan, you will be required to continue to hold any such shares for at least six months after the end of the offering period in which you purchased the shares.

Shares of Apollo common stock that you elect to purchase under the Plan will be purchased with after-tax dollars. This means your after-tax take-home pay will be reduced by the amount of your payroll deductions to purchase shares under the Plan. Other tax consequences of participation in the Plan depend upon whether you participate in the 423 Component or the Non-423 Component of the Plan and whether you are an employee or a consultant.

The 423 Component of the Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. As such, there are special U.S. federal income tax benefits and consequences associated with participating in the 423 Component of the Plan, which are described in Questions 36 and 37.

On the other hand, the Non-423 Component of the Plan is not intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. The U.S. federal income tax consequences associated with participating in the Non-423 Component of the Plan are described in Questions 38 and 39.

Stock ownership does not come with a guarantee, because stock performance is subject to economic conditions and general market fluctuations. Even with a discounted purchase price, there can be no assurance that you will recover your original investment when you sell your Apollo common stock. You need to evaluate your own financial needs and the level of risk with which you feel comfortable, and it is also important for you to consider ways to diversify your investments. If you choose to invest in Apollo common stock through participation in the Plan, this should just be one part of your overall investment strategy.

ELIGIBILITY AND ENROLLMENT INFORMATION

In general, you are eligible to participate in the 423 Component of the Plan if you are an employee of Apollo Medical Holdings, Inc. or one of its subsidiaries that is a corporation at least 50% of the stock of which is owned by another corporation in the Apollo group and that is designated by the Administrator as a participating subsidiary for purposes of Section 423 Component of the Plan. Consultants are not eligible to participate in the 423 Component of the Plan. Further, you are not eligible to participate in the Plan if you own 5% or more of the outstanding Apollo common stock.

The Administrator, in its discretion, will designate any direct or indirect subsidiaries of Apollo Medical Holdings, Inc. that will be treated as participating subsidiaries for purposes of the Non-423 Component of the Plan and determine which employees and/or non-employee consultants of those designated will be eligible to participate in the Non-423 Component of the Plan.

The Administrator may determine, prior to the beginning of any offering period, to exclude one or more of the following categories of employees from participating in the Plan for that offering period:

Further, the Administrator may place other restrictions on eligibility for participation in the Non-423 Component of the Plan.

Eligible employees and consultants may enroll during any enrollment period. The enrollment period for each offering period will be a period of time designated by the Administrator that ends no later than the last day prior to the beginning of the applicable offering period.

Participation in the Plan is entirely voluntary. To enroll, you must use the online enrollment system of the Plan’s third-party administrator, E*TRADE, during the applicable enrollment period. Once you have enrolled, you will begin participating in the Plan at the beginning of the next offering period.

An offering period is a period specified by the Administrator (generally, six months) during which payroll deductions may be accumulated for the purchase of Apollo common stock pursuant to the Plan. The first offering periods under the 423 Component and the Non-423 Component will begin on such date as determined by the Administrator.

No. In order to participate, you must enroll in the Plan during an enrollment period, as described in Question 9, which will enable you to participate in the next offering period that begins after that enrollment period.

Yes, your contributions will continue unless and until the earliest of:

PAYROLL DEDUCTIONS

Your first contribution will take place on the first payday of the offering period following the enrollment period during which you enroll in the Plan. Deductions taken from your paycheck during the applicable offering period will be used to purchase shares for you on the last trading day of the offering period.

The compensation that you may use to purchase Apollo common stock under the Plan is your base pay and cash incentive bonus (determined prior to reductions for contributions to any Apollo cafeteria plan, 401(k) retirement plan or qualified transportation fringe benefit plan).

Yes, you can withdraw from the Plan at any time, but only once during each offering period. If you withdraw from the Plan, any amount deducted from your paycheck which has not previously been used to purchase shares will be paid to you in cash (without interest) as soon as administratively practicable.

Participants who withdraw from the Plan may participate again in the offering period following the next enrollment period by submitting an authorization for payroll deduction and participation agreement during the next enrollment period, as described in Question 9 above.

No. Once you stop deductions, you cannot start them again in the same offering period. In order to start deductions again, you will need to submit a new authorization for payroll deduction and participation agreement during the next enrollment period in order to renew your participation for subsequent offering periods.

Yes. You can elect to reduce or increase your payroll deduction rate during any enrollment period, effective for the next offering period.

However, you may not change your payroll deductions during an offering period (other than by withdrawing from the Plan as described in Question 15).

No. You may only purchase shares of Apollo common stock with amounts withheld by payroll deduction, as described above.

No, your payroll deduction contributions will not earn interest before being used to purchase shares.

PURCHASING SHARES

On the last trading day of each offering period, your contributions will be used to purchase shares of Apollo common stock at a discounted price. The shares will be deposited into your E*TRADE brokerage account as soon as administratively practicable following the purchase date.

The purchase price for each offering will be established by the Administrator, in accordance with the terms of the Plan. As provided in the Plan, the purchase price per share established by the Administrator for any offering shall not be lower than the lesser of (a) 85% of the fair market value per share on the first trading day of the offering period, or (b) 85% of the fair market value per share on the last trading day of the offering period. The Administrator may establish different purchase price calculations for offerings under the 423 Component, on the one hand, and for the Non-423 Component, on the other hand. Further, the Administrator may establish different purchase price calculations within the Non-423 Component for employees and for consultants.

E*TRADE will provide you with brokerage account statements regarding the shares you have purchased under the Plan.

No. Generally, all shares of Apollo common stock purchased under the Plan will be evidenced in book entry form. If you would like to request a stock certificate, fees may apply—you should contact E*TRADE for more information.

Yes, you can transfer your shares from E*TRADE to an account with another broker. Please contact E*TRADE for instructions about the actions necessary to transfer your shares.

Yes. The value of your account will move in alignment with the trading prices for Apollo common stock on the open market. When the price per share goes up, so does the value of the shares that you own. The value of the shares you own will go down if the open market price of shares goes down.

Any shares of Apollo common stock held for you under the Plan will be voted as you direct. You will receive a proxy statement with respect to the shares credited to your account under the Plan.

Yes. To the extent that any dividends are paid by Apollo Medical Holdings, Inc. on its common stock, then, subject to the general requirements to be entitled to a dividend, you will receive any dividends and other distributions paid on any Apollo common stock already purchased under the Plan and held on your behalf. However, you will not be entitled to any dividends with respect to funds being held for the purchase of shares of Apollo common stock at the end of an offering period.

ACCOUNT INFORMATION

For information about how to contact E*TRADE, please see the following website: https://us.etrade.com/e/t/home/contactus_esp.

SELLING SHARES

You may sell some or all of the Apollo common stock you purchased under the Plan at any time, subject to any applicable Apollo policies relating to stock transactions by employees and contractors. There are certain U.S. federal income tax consequences associated with the sale of stock that are described below.

Under the federal securities laws, directors and executive officers of Apollo Medical Holdings, Inc. may be considered “affiliates” of the company. “Affiliates” may not offer or sell stock received under the Plan except: (i) pursuant to a registration statement filed by Apollo Medical Holdings, Inc. under the Securities Act of 1933, (ii) pursuant to Rule 144 adopted by the Securities and Exchange Commission (the “SEC”) or (iii) pursuant to an exemption from the registration requirements. Apollo Medical Holdings, Inc. has neither any obligation nor present intention to file a registration statement covering offers and sales of Apollo common stock received by its affiliates under the Plan.

In addition, if you are a director or executive officer of Apollo Medical Holdings, Inc., your transactions under the Plan and in Apollo common stock received under the Plan may be subject to the reporting obligations and short-swing trading restrictions set forth in Section 16 of the Securities Exchange Act of 1934 and the rules adopted by the SEC under Section 16.

When you sell your shares through your E*TRADE account, you may be charged any applicable service fees, brokerage charges, transfer taxes and any other transaction fees, expenses or costs.

Fees associated with selling your stock through E*TRADE will be deducted from your sale proceeds.

TERMINATION OF PARTICIPATION

If you withdraw from the Plan, any amount deducted from your paycheck which has not previously been used to purchase shares of Apollo common stock will be returned to you in cash (without interest) as soon as administratively practicable.

Termination of your employment or service, for any reason, generally is treated the same as a withdrawal from the Plan, and any amount deducted from your paycheck which has not previously been used to purchase shares of Apollo common stock will be returned to you in cash (without interest) as soon as administratively practicable.

U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain of the U.S. federal income tax consequences of participation in the Plan. As described below, the tax consequences of Plan participation depend on, among other things, whether you are a participant in the 423 Component of the Plan or the Non-423 Component of the Plan, and whether you are an employee or a non-employee consultant. Additionally, because the tax consequences to you may vary depending on your individual situation, you should consult your personal tax advisor regarding the federal, state, local or other tax consequences to you.

No. The 423 Component of the Plan is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. As a result, you will not recognize taxable income at the time shares are purchased under the 423 Component of the Plan.

Generally, you will recognize income in the year in which you sell or make any other disposition of the shares purchased under 423 Component of the Plan. Your U.S. federal income tax liability depends on whether you sell your shares in a “qualifying disposition” or a “disqualifying disposition”:

Yes. You will recognize ordinary income at the time of purchase (i.e., the last trading day of the applicable offering period) of any shares under the Non-423 Component of the Plan equal to the excess of the fair market value of the shares on the purchase date over the purchase price for the shares. That purchase date discount will be subject to U.S. federal income tax, as well as FICA taxes (if you are an employee) or self-employment (or SECA) taxes (if you are a non-employee consultant).

The sale or exchange of any shares purchased under the Non-423 Component of the Plan generally will be a taxable event, and you generally will realize a capital gain or loss based on the difference between the price at which you sell the shares and your tax basis (which generally is the fair market value of the shares on the date you purchased them under the Non-423 Component of the Plan). That capital gain or loss will be short-term, if you sell the shares within one year after you purchased them, or long-term, if you sell the shares more than one year after you purchased them. Your ability to claim a deduction for any capital loss realized on the sale or exchange of any shares of Apollo common stock may be subject to limitations and restrictions under applicable tax law.

Yes. Apollo is authorized to withhold from your compensation any amount necessary for Apollo to meet any applicable tax withholding obligations with respect to your purchase or sale of shares under the Plan.

Under current U.S. federal tax law, Apollo is not required to withhold any U.S. federal income tax or any FICA taxes with respect to an employee’s purchase or sale of shares under the 423 Component of the Plan, or with respect to a non-employee consultant’s purchase or sale of shares under the Non-423 Component of the Plan.

However, Apollo generally is required to withhold U.S. federal income tax and FICA tax at the time that shares are purchased by an employee under the Non-423 Component of the Plan.

As a condition to participating in the Plan, you agree to bear responsibility for all federal, state, local and other taxes that may be required to be withheld from your compensation.

When you sell your shares, you will be subject to backup withholding. Unless you complete an IRS Form W-9 (or W-8BEN, as applicable), the maximum allowable backup withholding tax will be withheld from the proceeds of your sale.

Apollo will not be entitled to a U.S. federal income tax deduction due to the purchase of shares under the 423 Component of the Plan or the sale of those shares in a qualifying disposition. However, if you sell shares purchased under the 423 Component of the Plan within two years after the first trading day of the offering period in which you purchased the shares in a disqualifying disposition, then Apollo generally will be entitled to a U.S. federal income tax deduction with respect to the amount of compensation taxable as ordinary income realized on the sale of your shares.

For purchases of shares under the Non-423 Component of the Plan, Apollo generally will be entitled to a U.S. federal income tax deduction equal to the amount of the purchase date discount included in a participant’s income.

GENERAL INFORMATION

The Administrator of the Plan is the Compensation Committee of the Board of Directors of Apollo Medical Holdings, Inc., or its delegate. The Administrator is responsible for the administration of the Plan and has full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan.

Apollo has engaged E*TRADE to serve as a third-party administrator for the Plan. E*TRADE facilitates share purchases under the Plan, maintains participant accounts and provides brokerage account statements to participants.

The Plan does not have a fixed term. Accordingly, the Plan will terminate when all of the shares of Apollo common stock authorized under the Plan have been purchased, or on such earlier date as the Plan may be terminated by the Board of Directors of Apollo Medical Holdings, Inc.

The Board of Directors of Apollo Medical Holdings, Inc. may amend the Plan at any time, without notice. Except for adjustments resulting from certain transactions, such as stock dividends, stock splits and recapitalizations, the Board of Directors may not amend the Plan to increase the number of shares of Apollo common stock authorized for issuance thereunder without stockholder approval. Further, without amending the Plan, the Administrator may change the offering periods used under the Plan, change the discount factor for share purchases to any amount not greater than 15%, impose or change limits on participants’ ability to change payroll deduction amounts during an offering period, and establish such other terms, conditions, limitations or procedures as the Administrator determines, in its discretion, are advisable and consistent with the Plan.

No. Nothing in the Plan constitutes a contract of employment or other service or operates to prevent the termination of any participant’s employment or other service with Apollo at any time.

No. You may not assign, pledge or otherwise transfer your rights under the Plan other than by will or the laws of descent and distribution.

No. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, and is not qualified under Section 401(a) of the Internal Revenue Code.

However, the 423 Component of the Plan is intended to qualify as an “employee stock purchase plan” as defined by Section 423 of the Internal Revenue Code.

USE OF PROCEEDS

The Company is unable to predict the number of shares of common stock that will be purchased under the Plan from the Company or the prices at which any such shares will be purchased from it. We currently have no specific plans for the use of any net proceeds that we may receive upon purchase of such shares. We anticipate that we will use any net proceeds received by us for general corporate purposes.

PLAN OF DISTRIBUTION

Shares of our common stock purchased on behalf of the participants under the Plan may be purchased directly from the Company or on the open market, consistent with the procedures and subject to the limitations described in this prospectus. Plan participants for whose accounts such shares are acquired may resell such shares either in market transactions (including coverage of short positions) on any national securities exchange on which shares of our common stock trade or in privately negotiated transactions, without restriction under the Securities Act, except for any such participants who may also be deemed to be an affiliate of the Company. See Questions 30 and 31. Our common stock is currently listed on Nasdaq under the ticker symbol “AMEH.”

This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of our common stock or other securities in any state or any other jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction.

LEGAL MATTERS

The validity of the shares of common stock being offered pursuant to this prospectus has been passed upon by Thompson Hine LLP.

EXPERTS

The consolidated financial statements of Apollo Medical Holdings, Inc. appearing in Apollo Medical Holdings, Inc.’s Annual Report (Form 10-K/A) for the year ended December 31, 2022, and the effectiveness of Apollo Medical Holdings, Inc.’s internal control over financial reporting as of December 31, 2022 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The expenses relating to the registration of the securities will be borne by the Registrant.

Among other things, Section 102 of the Delaware General Corporation Law (the “DGCL”) permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with any threatened, pending or completed action, suit or proceeding to which he or she was or is a party, or is threatened to be made a party, by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification will be made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court deems proper.

The Company’s Restated By-Laws, as amended, allow for, and the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), provides for, indemnification of the Company’s current and former directors, officers, committee members or representatives to the full extent permitted by the DGCL. In addition, the Company’s Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. These indemnification provisions may be sufficiently broad to permit indemnification of the Company’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

The Company has entered into indemnification agreements with certain directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Certificate of Incorporation and to provide additional procedural protections. The Company’s directors and officers are also covered by insurance policies maintained by the Company against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act.

(a)       The undersigned registrant hereby undertakes:

(i)       To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) under the Securities Act that is part of the registration statement.

(4)       That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alhambra, State of California, on August 16, 2023.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Thomas S. Lam, M.D., M.P.H. and Brandon Sim his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this registration statement and any other registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.