UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On and effective as of September 1, 2021, the board of directors (the “Board”) of CareMax, Inc. (the “Company”) appointed Dr. Vincent Omachonu to the Board. Dr. Omachonu will serve until the Company’s 2022 Annual Meeting of Stockholders and until his successor is duly elected or appointed or his earlier death or resignation.
The Board has determined that Dr. Omachonu is independent under the rules of The Nasdaq Stock Market LLC. Dr. Omachonu has not yet been appointed to any committees of the Board. As a director of the Company, Dr. Omachonu will receive compensation in the same manner as the Company’s other non-employee directors, described in the section entitled “Executive Compensation – Directors” in the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2021.
There are no arrangements or understandings between Dr. Omachonu and any other person pursuant to which he was appointed as a director of the Company. Other than as described in this Current Report on Form 8-K, since the beginning of the Company’s last fiscal year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which the Company was or is to be a participant and in which Dr. Omachonu had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.
Item 7.01 Regulation FD Disclosure.
On September 7, 2021, the Company issued a press release announcing the appointment of Dr. Omachonu to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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SIGNATURE
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.
Dated: September 7, 2021
CareMax, Inc.
By: /s/ Kevin Wirges________________________________
Name: Kevin Wirges
Title: Executive Vice President, Chief Financial Officer, and Treasurer