Form: 8-K

Current report filing

January 21, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 17, 2025

 

ASTRANA HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 001-37392 95-4472349
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

 

1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801

(Address of Principal Executive Offices) (Zip Code)

 

(626) 282-0288

Registrant’s Telephone Number, Including Area Code

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value per share   ASTH   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 1.01 Entry into a Material Definitive Agreement.

 

On January 17, 2025, Astrana Health, Inc. (the “Company”) entered into a stock repurchase agreement with Allied Physicians of California, a Professional Medical Corporation (“APC”), pursuant to which the Company agreed to repurchase 300,000 shares of the Company’s common stock from APC for an aggregate purchase price of approximately $10.6 million, based on a purchase price per share of $35.17. APC is a consolidated affiliate of the Company of which Dr. Kenneth Sim, Executive Chairman of the Company’s Board of Directors, is Chairman and a director and stockholder, and Dr. Thomas Lam, Vice Chairman of the Company’s Board of Directors, is the Chief Executive Officer and Chief Financial Officer and a director and stockholder. The Company’s Board of Directors and the Audit Committee of the Board of Directors approved the proposed repurchase.

 

The above description of the stock repurchase agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
  Description
10.1   Stock Repurchase Agreement, dated January 17, 2025, between Astrana Health, Inc. and Allied Physicians of California, a Professional Medical Corporation.
104   Cover Page Interactive Data File (the cover page XBRL tags are 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.

 

  ASTRANA HEALTH, INC.
   
Date: January 21, 2025 By: /s/ Brandon K. Sim
  Name: Brandon K. Sim
  Title: Chief Executive Officer and President