P3 Health Partners Files Prospectus For Resale Of Up To 15,636,134 Shares By Selling Stockholders, Issuable Upon Exercise Of 15,636,134 Warrants

This prospectus relates to the proposed resale or other disposition by the Selling Stockholders (as defined herein) identified in this prospectus of up to an aggregate of 15,636,134 shares (the "Warrant Shares") of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of P3 Health Partners Inc. (the "Company"), which are issuable upon exercise of 15,636,134 warrants (the "Warrants") to purchase shares of Class A Common Stock issued in connection with the following transactions (collectively, the "Financing Transactions"):
(i) a financing transaction in December 2022 with VBC Growth SPV, LLC ("VGS") that provided up to $40 million of funding;
(ii) a financing transaction in March 2023 with entities affiliated with Chicago Pacific Founders ("CPF") consisting of the sale of an aggregate of 1.4 million shares of Class A Common Stock, warrants to purchase an aggregate of 1.2 million shares of Class A Common Stock, and pre-funded warrants to purchase an aggregate of 0.2 million shares of Class A Common Stock for aggregate proceeds of $86.6 million (the "March 2023 Private Placement");
(iii) a financing transaction in May 2024 with entities affiliated with CPF consisting of the sale of an aggregate of 0.8 million shares of Class A Common Stock, warrants to purchase an aggregate of 1.3 million shares of Class A Common Stock, and pre-funded warrants to purchase an aggregate of 0.5 million shares of Class A Common Stock for aggregate proceeds of $39.8 million;
(iv) a financing transaction in December 2024 with VBC Growth SPV 3, LLC ("VGS 3") that provided up to $25 million of funding;
(v) a financing transaction in February 2025 with VBC Growth SPV 4, LLC ("VGS 4") that provided up to $30 million of funding;
(vi) a financing transaction in May 2025 with VBC Growth SPV 5, LLC ("VGS 5") that provided for funding of up to $70.0 million that was drawn in multiple tranches in 2025 and 2026;
(vii) a financing transaction in April 2026 with VBC Growth SPV 6, LLC ("VGS 6"), consisting of a sale of shares of the Company’s Series D 19.5% Cumulative Preferred Stock (the "Series D Preferred Stock") and warrants to purchase Class A Common Stock for funding of up to $70.0 million that was drawn in multiple tranches in 2026; and
(viii) a financing transaction in September 2026 with VBC Growth SPV 7, LLC ("VGS 7"), consisting of a sale of shares of the Company’s Series D-1 19.5% Cumulative Preferred Stock (the "Series D-1 Preferred Stock") and warrants to purchase Class A Common Stock for funding of up to $70.0 million that will be drawn in multiple tranches, beginning in September 2026.