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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 7, 2021

 

 

ATI PHYSICAL THERAPY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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

 

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

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

 

 

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
Symbols

 

Name of each exchange
on which registered

Class A Common Stock, $0.0001 par value   ATIP   New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   ATIP WS   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 ☒

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)    Effective August 7, 2021, Labeed Diab stepped down from his positions as Chief Executive Officer (“CEO”) of ATI Physical Therapy, Inc. (the “Company”) and as a member of the board of directors of the Company (the “Board”). Mr. Diab’s departure is not related to any disagreement with the Board or the Company on any matter relating to its operations, policies or practices.

(c)    Effective August 9, 2021, John (Jack) L. Larsen has been named Executive Chairman of the Company and will take an active role in leading the Company along with Ray Wahl, Chief Operating Officer, and Joseph Jordan, Chief Financial Officer. The Company intends to conduct a national search for a new Chief Executive Officer with the assistance of an executive search firm.

Additional information regarding the individuals who will be leading the Company, including their biographies and any family or related-party relationships, are described in the Company’s Form S-1 filed on July 28, 2021 (“Form S-1”).

(e)    The Company and Mr. Diab have entered into a mutual release pursuant to which Mr. Diab will be eligible for the following payments and benefits: (i) 1.5x the sum of his base salary and target bonus, paid over 18 months from the date of termination; (ii) a prorated bonus for the current year, based on actual performance, paid at the time bonuses are paid to other employees; (iii) continued coverage of health benefits for up to 18 months, if elected; and (iv) the vesting of all outstanding unvested Incentive Common Units granted on March 31, 2019 and December 31, 2019 under the Wilco Acquisition LP 2016 Equity Incentive Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number
  

Description

99.1    Press Release, dated as of August 9, 2021.
104    The cover page from this Current Report on Form 8-K formatted in Inline XBRL.


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.

 

Dated: August 9, 2021                            ATI Physical Therapy, Inc.
    By:  

/s/ Joseph Jordan

                          Name: Joseph Jordan
    Title:  Chief Financial Officer
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