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Astrana Health, Inc. – ‘10-K’ for 12/31/23 – ‘EX-10.62’

On:  Thursday, 2/29/24, at 4:50pm ET   ·   For:  12/31/23   ·   Accession #:  1628280-24-8024   ·   File #:  1-37392

Previous ‘10-K’:  ‘10-K/A’ on 8/9/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   34 References:   

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

 2/29/24  Astrana Health, Inc.              10-K       12/31/23  130:34M                                    Workiva Inc Wde… FA01/FA

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.98M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     47K 
 3: EX-10.1     Material Contract                                   HTML    150K 
 8: EX-10.11    Material Contract                                   HTML     69K 
 4: EX-10.2     Material Contract                                   HTML     68K 
 5: EX-10.3     Material Contract                                   HTML     68K 
 6: EX-10.4     Material Contract                                   HTML     72K 
 9: EX-10.48    Material Contract                                   HTML    106K 
10: EX-10.49    Material Contract                                   HTML    182K 
 7: EX-10.5     Material Contract                                   HTML     71K 
11: EX-10.54    Material Contract                                   HTML    118K 
12: EX-10.57    Material Contract                                   HTML     62K 
13: EX-10.58    Material Contract                                   HTML     55K 
14: EX-10.59    Material Contract                                   HTML     68K 
15: EX-10.60    Material Contract                                   HTML     99K 
16: EX-10.61    Material Contract                                   HTML     96K 
17: EX-10.62    Material Contract                                   HTML     40K 
18: EX-19.1     Report Furnished to Security Holders                HTML     69K 
19: EX-21.1     Subsidiaries List                                   HTML     36K 
20: EX-23.1     Consent of Expert or Counsel                        HTML     36K 
24: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     59K 
                Awarded Compensation                                             
21: EX-31.1     Certification -- §302 - SOA'02                      HTML     40K 
22: EX-31.2     Certification -- §302 - SOA'02                      HTML     40K 
23: EX-32       Certification -- §906 - SOA'02                      HTML     38K 
30: R1          Cover                                               HTML    102K 
31: R2          Audit Information                                   HTML     40K 
32: R3          Consolidated Balance Sheets                         HTML    219K 
33: R4          Consolidated Balance Sheets (Parenthetical)         HTML     85K 
34: R5          Consolidated Statements of Income                   HTML    134K 
35: R6          Consolidated Statements of Mezzanine and            HTML    156K 
                Stockholders? Equity (Deficit)                                   
36: R7          Consolidated Statements of Cash Flows               HTML    210K 
37: R8          Description of Business                             HTML     50K 
38: R9          Basis of Presentation and Summary of Significant    HTML    146K 
                Accounting Policies                                              
39: R10         Business Combinations, Asset Acquisitions, and      HTML     50K 
                Goodwill                                                         
40: R11         Land, Property and Equipment, Net                   HTML     53K 
41: R12         Intangible Assets, Net                              HTML    106K 
42: R13         Investments in Other Entities                       HTML    107K 
43: R14         Loan Receivable and Loan Receivable - Related       HTML     39K 
                Parties                                                          
44: R15         Accounts Payable and Accrued Expenses               HTML     48K 
45: R16         Medical Liabilities                                 HTML     51K 
46: R17         Credit Facility, Bank Loans, and Lines of Credit    HTML     78K 
47: R18         Income Taxes                                        HTML    100K 
48: R19         Mezzanine and Stockholders? Equity (Deficit)        HTML     51K 
49: R20         Stock-Based Compensation                            HTML     79K 
50: R21         Commitments and Contingencies                       HTML     43K 
51: R22         Related-Party Transactions                          HTML     66K 
52: R23         Employee Benefit Plan                               HTML     40K 
53: R24         Earnings Per Share                                  HTML     61K 
54: R25         Variable Interest Entities (VIEs)                   HTML    105K 
55: R26         Leases                                              HTML    118K 
56: R27         Segments                                            HTML    142K 
57: R28         Fair Value Measurements of Financial Instruments    HTML    120K 
58: R29         Subsequent Events                                   HTML     43K 
59: R30         Pay vs Performance Disclosure                       HTML     46K 
60: R31         Insider Trading Arrangements                        HTML     40K 
61: R32         Basis of Presentation and Summary of Significant    HTML    196K 
                Accounting Policies (Policies)                                   
62: R33         Basis of Presentation and Summary of Significant    HTML     61K 
                Accounting Policies (Tables)                                     
63: R34         Business Combinations, Asset Acquisitions, and      HTML     45K 
                Goodwill (Tables)                                                
64: R35         Land, Property and Equipment, Net (Tables)          HTML     52K 
65: R36         Intangible Assets, Net (Tables)                     HTML    173K 
66: R37         Investments in Other Entities (Tables)              HTML    100K 
67: R38         Accounts Payable and Accrued Expenses (Tables)      HTML     48K 
68: R39         Medical Liabilities (Tables)                        HTML     51K 
69: R40         Credit Facility, Bank Loans, and Lines of Credit    HTML     56K 
                (Tables)                                                         
70: R41         Income Taxes (Tables)                               HTML    100K 
71: R42         Stock-Based Compensation (Tables)                   HTML     76K 
72: R43         Related-Party Transactions (Tables)                 HTML     49K 
73: R44         Earnings Per Share (Tables)                         HTML     60K 
74: R45         Variable Interest Entities (VIEs) (Tables)          HTML    102K 
75: R46         Leases (Tables)                                     HTML     92K 
76: R47         Segments (Tables)                                   HTML    134K 
77: R48         Fair Value Measurements of Financial Instruments    HTML    112K 
                (Tables)                                                         
78: R49         Description of Business (Details)                   HTML     44K 
79: R50         Basis of Presentation and Summary of Significant    HTML    101K 
                Accounting Policies - Additional Information                     
                (Details)                                                        
80: R51         Basis of Presentation and Summary of Significant    HTML     50K 
                Accounting Policies - Disaggregation of Revenue by               
                Payor Type (Details)                                             
81: R52         Basis of Presentation and Summary of Significant    HTML     52K 
                Accounting Policies - Contributions to Revenue and               
                Receivables by Payor (Details)                                   
82: R53         Business Combinations, Asset Acquisitions, and      HTML     54K 
                Goodwill - Additional Information (Details)                      
83: R54         Business Combinations, Asset Acquisitions, and      HTML     43K 
                Goodwill - Goodwill Roll Forward (Details)                       
84: R55         Land, Property and Equipment, Net - Schedule of     HTML     70K 
                Land, Property and Equipment, Net (Details)                      
85: R56         Land, Property and Equipment, Net - Additional      HTML     39K 
                Information (Details)                                            
86: R57         Intangible Assets, Net - Schedule of Intangible     HTML    103K 
                Assets (Details)                                                 
87: R58         Intangible Assets, Net - Additional Information     HTML     54K 
                (Details)                                                        
88: R59         Intangible Assets, Net - Schedule of Future         HTML     50K 
                Amortization Expense (Details)                                   
89: R60         Investments in Other Entities - Schedule of Equity  HTML     98K 
                Method Investments (Details)                                     
90: R61         Investments in Other Entities - Narrative           HTML     72K 
                (Details)                                                        
91: R62         Loan Receivable and Loan Receivable - Related       HTML     65K 
                Parties (Details)                                                
92: R63         Accounts Payable and Accrued Expenses (Details)     HTML     53K 
93: R64         Medical Liabilities (Details)                       HTML     58K 
94: R65         Credit Facility, Bank Loans, and Lines of Credit -  HTML     55K 
                Schedule of Credit Facility Information (Details)                
95: R66         Credit Facility, Bank Loans, and Lines of Credit -  HTML     55K 
                Schedule of Maturities (Details)                                 
96: R67         Credit Facility, Bank Loans, and Lines of Credit -  HTML    126K 
                Credit Facility (Details)                                        
97: R68         Credit Facility, Bank Loans, and Lines of Credit -  HTML    102K 
                Lines of Credit (Details)                                        
98: R69         Income Taxes - Income Tax Provision (Benefit)       HTML     57K 
                (Details)                                                        
99: R70         Income Taxes - Provision for Income Taxes           HTML     63K 
                (Details)                                                        
100: R71         Income Taxes - Additional Information (Details)     HTML     49K  
101: R72         Income Taxes - Deferred Tax Assets (Liabilities)    HTML     78K  
                (Details)                                                        
102: R73         Mezzanine and Stockholders? Equity (Deficit) -      HTML     96K  
                Additional Information (Details)                                 
103: R74         Stock-Based Compensation - Additional Information   HTML    116K  
                (Details)                                                        
104: R75         Stock-Based Compensation - Share-Based              HTML     49K  
                Compensation Expense (Details)                                   
105: R76         Stock-Based Compensation - Summary of Stock Option  HTML     79K  
                Activity (Details)                                               
106: R77         Stock-Based Compensation - Summary of Restricted    HTML     65K  
                Stock Activity (Details)                                         
107: R78         Commitments and Contingencies - Additional          HTML     52K  
                Information (Details)                                            
108: R79         Related-Party Transactions - Additional             HTML    133K  
                Information (Details)                                            
109: R80         Related-Party Transactions - Schedule of Related    HTML     53K  
                Party Transactions (Details)                                     
110: R81         Employee Benefit Plan - Additional Information      HTML     40K  
                (Details)                                                        
111: R82         Earnings Per Share - Additional Information         HTML     44K  
                (Details)                                                        
112: R83         Earnings Per Share - Basic Net Income (loss) Per    HTML     52K  
                Share is Calculated Using Weighted Average Number                
                of Shares (Details)                                              
113: R84         Earnings Per Share - Summary of Shares Included in  HTML     54K  
                Diluted Earnings Per Share (Details)                             
114: R85         Variable Interest Entities (VIEs) - Eliminated      HTML    199K  
                Upon Consolidation Included In Accompanying                      
                Consolidated Balance Sheets (Details)                            
115: R86         Leases - Additional information (Details)           HTML     59K  
116: R87         Leases - Components of Lease Expense (Details)      HTML     47K  
117: R88         Leases - Other Information Related to Leases        HTML     60K  
                (Details)                                                        
118: R89         Leases - Future Minimum Payments Under              HTML     83K  
                Non-cancelable Leases After Adoption of 842                      
                (Details)                                                        
119: R90         Segments - Narrative (Details)                      HTML     41K  
120: R91         Segments - Schedule of Information about our        HTML     91K  
                Segments (Details)                                               
121: R92         Fair Value Measurements of Financial Instruments -  HTML    128K  
                Schedule of Carrying Amounts and Fair Values of                  
                Financial Instruments (Details) (Details)                        
122: R93         Fair Value Measurements of Financial Instruments -  HTML     42K  
                Schedule of Change in Fair Value of Level 3                      
                Liabilities (Details) (Details)                                  
123: R94         Fair Value Measurements of Financial Instruments -  HTML    126K  
                Additional Information (Details)                                 
124: R95         Fair Value Measurements of Financial Instruments -  HTML     41K  
                Schedule of Gain (Loss) on Equity Securities                     
                (Details)                                                        
125: R96         Subsequent Events (Details)                         HTML     65K  
127: XML         IDEA XML File -- Filing Summary                      XML    213K  
130: XML         XBRL Instance -- asth-20231231_htm                   XML   3.71M  
126: EXCEL       IDEA Workbook of Financial Report Info              XLSX    269K  
26: EX-101.CAL  XBRL Calculations -- asth-20231231_cal               XML    337K 
27: EX-101.DEF  XBRL Definitions -- asth-20231231_def                XML   1.24M 
28: EX-101.LAB  XBRL Labels -- asth-20231231_lab                     XML   3.14M 
29: EX-101.PRE  XBRL Presentations -- asth-20231231_pre              XML   1.92M 
25: EX-101.SCH  XBRL Schema -- asth-20231231                         XSD    306K 
128: JSON        XBRL Instance as JSON Data -- MetaLinks              795±  1.20M  
129: ZIP         XBRL Zipped Folder -- 0001628280-24-008024-xbrl      Zip   1.18M  


‘EX-10.62’   —   Material Contract


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



 C: 
  exhibit1062-securedpromi  
Exhibit 10.62 THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OR ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, RESOLD, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAW. SECURED PROMISSORY NOTE $113,800,000 January 31, 2024 FOR VALUE RECEIVED, AP-AMH 2 Medical Corporation, a California professional corporation (“Borrower”), promises to pay to the order of Apollo Medical Holdings, Inc., a Delaware corporation (“Lender”), the principal amount of One Hundred Thirteen Million Eight Hundred Thousand Dollars ($113,800,000) (the “Principal Amount”) delivered by Lender to Borrower as set forth below, together with accrued and unpaid interest thereon, each due and payable in the manner set forth below. This Note is entered into concurrently with the Loan and Security Agreement (the “Loan and Security Agreement”), dated as of January 31, 2024, entered into by and between Borrower and Lender, and is subject to the terms of the Loan and Security Agreement. 1. Delivery of Principal Amount. The Principal Amount shall be delivered by Lender to Borrower on the date hereof. 2. Interest. Interest shall accrue as set forth in the Loan and Security Agreement. 3. Maturity Date. This Note will mature on January 31, 2034 (the “Maturity Date”). 4. Security. This Note is secured pursuant to the Loan and Security Agreement. Subject to the terms of the Loan and Security Agreement, Lender is entitled to enforce the provisions of the Loan and Security Agreement and to enjoy the benefits thereof. 5. Payments. All cash payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at such place as shall be designated in writing for such purpose in accordance with the terms of the Loan and Security Agreement. This Note may not be prepaid without the prior consent of Lender, as provided in the Loan and Security Agreement. 6. Collateral Assignment. Borrower and Lender acknowledge that Lender may incur indebtedness secured by the assets of Lender and, in connection therewith, may assign, as collateral security for such obligations, all of its right, title and interest in, to and under the Loan and Security Agreement and this Note to the agent or any secured creditors of such indebtedness. Borrower hereby acknowledges that a collateral assignment may occur and consents to any such collateral assignment for the benefit of any such agent or secured creditors and consents to any subsequent actions taken by such agent or secured creditors in connection with any collateral assignment, including, without limitation, in connection with the enforcement of such collateral assignment. 7. Usury. Notwithstanding any other provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any interest or other fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to Borrower or credited to reduce principal hereunder.


 
2 8. Miscellaneous. This Note, and the obligations and rights of the parties hereunder, shall be binding upon and inure to the benefit of Borrower, Lender, and their respective heirs, successors and permitted assigns. The titles and subtitles used in this Note are used for convenience only and shall not be considered in construing or interpreting this Note. Borrower and Lender shall each bear its respective expenses and legal fees incurred with respect to the negotiation, execution and delivery of this Note and the transactions contemplated herein. This Note may only be assigned, delegated or transferred only in the manner provided in the Loan and Security Agreement. Any term of this Note may only be amended or waived only in the manner provided in the Loan and Security Agreement. This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 9. Applicable Law; Venue. This Note and all disputes or controversies arising out of or relating thereto shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of any state. The parties agree that any action brought by either party to interpret or enforce any provision of this Note shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state court or federal district court in the County of Los Angeles. 10. WAIVER OF JURY TRIAL. EACH OF BORROWER AND LENDER AGREES THAT NEITHER OF THEM NOR ANY OF THEIR ASSIGNEES OR SUCCESSORS WILL (A) SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER ACTION BASED UPON OR ARISING OUT OF, THIS NOTE OR ANY AGREEMENT EXECUTED IN CONNECTION HEREWITH, ANY COLLATERAL SECURING ALL OR ANY PART OF THE OBLIGATIONS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THEM, OR (B) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY EACH OF LENDER AND COMPANY WITH THEIR RESPECTIVE COUNSEL, AND THESE PROVISIONS WILL BE SUBJECT TO NO EXCEPTIONS. NEITHER LENDER NOR BORROWER HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. 11. Entire Agreement. This Note, together with the Loan and Security Agreement, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof, and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. [Signature Page Follows]


 
[Signature Page to Secured Promissory Note] IN WITNESS WHEREOF, the parties have executed this Secured Promissory Note as of the date first written above. BORROWER: AP-AMH 2 MEDICAL CORPORATION By: Name: Title: E-mail: Address: Thomas S. Lam Chief Executive Officer 1668 S. Garfield Ave., 2nd Floor Alhambra, CA 91801 [*]


 
[Signature Page to Secured Promissory Note] IN WITNESS WHEREOF, the parties have executed this Secured Promissory Note as of the date first written above. LENDER: APOLLO MEDICAL HOLDINGS, INC. By: Name: Title: E-mail: Address: Brandon Sim Co-Chief Executive Officer 1668 S. Garfield Ave., 2nd Floor Alhambra, CA 91801 [*]


 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
1/31/34
Filed on:2/29/248-K
1/31/248-K
For Period end:12/31/23
 List all Filings 


1 Subsequent Filing that References this Filing

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

 5/09/24  Astrana Health, Inc.              10-Q        3/31/24  100:13M                                    Workiva Inc Wde… FA01/FA


33 Previous Filings that this Filing References

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

 2/29/24  Astrana Health, Inc.              8-K:5,8,9   2/28/24   12:594K                                   Toppan Merrill/FA
 2/02/24  Apollo Medical Holdings, Inc.     8-K:3,8,9   1/31/24   11:316K                                   Toppan Merrill/FA
 1/26/24  Apollo Medical Holdings, Inc.     8-K:5,8,9   1/25/24   11:197K                                   Toppan Merrill/FA
 1/02/24  Apollo Medical Holdings, Inc.     8-K:8,9    12/26/23   11:275K                                   Toppan Merrill/FA
11/17/23  Apollo Medical Holdings, Inc.     8-K:5,9    11/15/23   13:410K                                   Toppan Merrill/FA
11/07/23  Apollo Medical Holdings, Inc.     8-K:1,2,9  11/03/23   12:2.8M                                   Toppan Merrill/FA
11/07/23  Apollo Medical Holdings, Inc.     8-K:1,9    11/06/23   11:251K                                   Toppan Merrill/FA
11/07/23  Apollo Medical Holdings, Inc.     8-K:1,8,9  11/07/23   13:1.7M                                   Toppan Merrill/FA
 9/08/23  Apollo Medical Holdings, Inc.     8-K:1,2,9   9/08/23   11:257K                                   Toppan Merrill/FA
 3/01/23  Apollo Medical Holdings, Inc.     10-K       12/31/22  108:72M                                    Workiva Inc Wde… FA01/FA
 8/09/22  Apollo Medical Holdings, Inc.     10-Q        6/30/22   92:18M                                    Workiva Inc Wde… FA01/FA
 8/06/21  Apollo Medical Holdings, Inc.     10-Q        6/30/21   89:13M                                    Workiva Inc Wde… FA01/FA
 8/10/20  Apollo Medical Holdings, Inc.     10-Q        6/30/20   95:15M                                    Workiva Inc Wde… FA01/FA
 5/06/20  Apollo Medical Holdings, Inc.     8-K:2,9     4/30/20    3:930K                                   Toppan Merrill/FA
 9/30/19  Apollo Medical Holdings, Inc.     8-K:5,7,8,9 9/29/19    3:166K                                   Toppan Merrill/FA
 9/12/19  Apollo Medical Holdings, Inc.     8-K:1,2,3,7 9/11/19   12:1.6M                                   Toppan Merrill/FA
 8/29/19  Apollo Medical Holdings, Inc.     8-K:1,2,3,5 8/26/19    4:212K                                   Toppan Merrill/FA
 5/13/19  Apollo Medical Holdings, Inc.     8-K:1,2,3,8 5/10/19   11:1M                                     Toppan Merrill/FA
 5/10/19  Apollo Medical Holdings, Inc.     10-Q        3/31/19   80:16M                                    Toppan Merrill/FA
 1/17/19  Apollo Medical Holdings, Inc.     8-K:5,7,8,9 1/11/19    4:251K                                   Edgar Filing LLC/FA
 6/21/18  Apollo Medical Holdings, Inc.     8-K:5,9     6/18/18    3:55K                                    Toppan Merrill/FA
 4/02/18  Apollo Medical Holdings, Inc.     10-K       12/31/17  114:13M                                    Toppan Merrill/FA
12/13/17  Apollo Medical Holdings, Inc.     8-K:1,2,3,512/07/17    6:181K                                   Toppan Merrill/FA
11/15/17  Apollo Medical Holdings, Inc.     424B3                  1:6.8M                                   Toppan Merrill/FA
10/20/17  Apollo Medical Holdings, Inc.     8-K:1,2,3,910/16/17    4:118K                                   Toppan Merrill/FA
 4/04/16  Apollo Medical Holdings, Inc.     8-K:1,3,5,7 3/30/16    5:4M                                     Toppan Merrill/FA
 1/19/16  Apollo Medical Holdings, Inc.     8-K:5,7,9   1/12/16    8:14M                                    Toppan Merrill/FA
10/19/15  Apollo Medical Holdings, Inc.     8-K:1,3,5,710/14/15    5:10M                                    Toppan Merrill/FA
 4/27/15  Apollo Medical Holdings, Inc.     8-K:3,5,9   4/24/15    3:59K                                    Toppan Merrill/FA
 1/21/15  Apollo Medical Holdings, Inc.     8-K:8,9     1/16/15    3:163K                                   Toppan Merrill/FA
12/08/14  Apollo Medical Holdings, Inc.     8-K/A:1,9   7/21/14    2:117K                                   Toppan Merrill/FA
11/14/14  Apollo Medical Holdings, Inc.     10-Q        9/30/14   76:10M                                    Toppan Merrill/FA
 5/08/14  Apollo Medical Holdings, Inc.     10-K        1/31/14  109:14M                                    Toppan Merrill/FA
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