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ATI Physical Therapy, Inc. – ‘8-K’ for 11/25/22

On:  Friday, 11/25/22, at 4:15pm ET   ·   For:  11/25/22   ·   Accession #:  1140361-22-43124   ·   File #:  1-39439

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/25/22  ATI Physical Therapy, Inc.        8-K:3,9    11/25/22   12:256K                                   Broadridge Fin’l So… Inc

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     32K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     24K 
 7: R1          Document and Entity Information                     HTML     51K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- brhc10044592_8k_htm                 XML     20K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.DEF  XBRL Definitions -- atip-20221125_def                XML     51K 
 5: EX-101.LAB  XBRL Labels -- atip-20221125_lab                     XML     76K 
 6: EX-101.PRE  XBRL Presentations -- atip-20221125_pre              XML     54K 
 3: EX-101.SCH  XBRL Schema -- atip-20221125                         XSD     16K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               15±    22K 
12: ZIP         XBRL Zipped Folder -- 0001140361-22-043124-xbrl      Zip     26K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C: 
 i false i 000181584900018158492022-11-252022-11-250001815849atip:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf1150PerShareMember2022-11-252022-11-250001815849us-gaap:CommonClassAMember2022-11-252022-11-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM  i 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):  i November 25, 2022
 

 i ATI PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
 


 i Delaware
 i 001-39439
 i 85-1408039
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 i 790 Remington Boulevard
   
 i Bolingbrook,  i Illinois
 
 i 60440
(Address of principal executive offices)
 
(Zip Code)

 ( i 630)  i 296-2223
(Registrant’s telephone number, including area code)
 

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:
 
 i 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 i 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 i 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 i 
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
 
Name of Each Exchange
 on Which Registered
 i Class A Common Stock, $0.0001 par value
 
 i ATIP
 
 i New York Stock Exchange
 i Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
 
 i ATIP WS
 
 i New York Stock Exchange

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  i 
 
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 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 18, 2022, ATI Physical Therapy, Inc. (the “Company”), received a written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it was not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”), as the average closing price of the Company’s common stock (the “Common Stock”) was less than $1.00 per share over a consecutive 30 trading-day period. The Notice has no immediate impact on the listing of the Company’s Common Stock on the NYSE, subject to the Company’s compliance with the NYSE’s other continued listing requirements.

The Company intends to respond to the NYSE within ten business days of receipt of the Notice with respect to its intent to cure the deficiency. The Company intends to consider available alternatives, including, but not limited to, a reverse stock split, subject to stockholder approval no later than at the Company’s next annual meeting of stockholders, if necessary, to regain compliance. Pursuant to Section 802.01C, the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement. Section 802.01C also provides for an exception to the six-month cure period if the action required to cure the price condition requires stockholder approval, in which case, the action needs to be approved by no later than the Company’s next annual stockholder’s meeting. The Company may regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the six-month cure period the Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If the Company is unable to regain compliance with the $1.00 share price rule within this period, the NYSE will initiate procedures to suspend and delist the Common Stock.

As required by Section 802.01C, the Company issued a press release on November 25, 2022, announcing that it had received the notice from the NYSE described in Item 3.01 and that the Company intends to regain compliance.

A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits

EXHIBIT INDEX
 
Exhibit
Number
 
Description
   
Press Release issued by ATI Physical Therapy, Inc. on November 25, 2022.
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ATI Physical Therapy, Inc.
     
 
By:
 
Name:
 
Title:
Chief Financial Officer




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:11/25/22
11/18/224
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