Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257801
Prospectus
Supplement No. 3
(to
Prospectus dated April 6, 2022)
ATI Physical Therapy, Inc.
143,389,692 shares of Common Stock
Up to 9,866,657 shares of Common Stock Issuable upon Exercise of
the Warrants
This
prospectus supplement updates and supplements the prospectus dated
April 6, 2022 (the “Prospectus”), which forms a part of our
registration statement on Form S-1 (No. 333-257801). This
prospectus supplement is being filed to update and supplement the
information in the Prospectus, including any amendments or
supplements thereto, with the information contained in our Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on June 24, 2022 (the “Current Report”). Accordingly, we
have attached the Current Report to this prospectus
supplement.
This Prospectus and this prospectus
supplement relate to: (1) the issuance by us of up to 6,899,991
shares of Class A common stock, par value $0.0001 per share
(“Common Stock”), of ATI Physical Therapy, Inc., a Delaware
corporation (the “Company,” “we,” “our”) that may be issued upon
exercise of the Public Warrants (the “Public Warrants”) at an
exercise price of $11.50 per share, (2) the issuance by us of up to
2,966,666 shares of Common Stock issuable upon the exercise of
2,966,666 warrants (“Private Placement Warrants”) originally issued
to the Sponsor (as such term is defined in the
Prospectus under
“Selected
Definitions”) in a
private placement, currently exercisable at a price of $11.50 per
Private Placement Warrant, (3) the offer and sale, from time to
time by the selling securityholders identified in the Prospectus
(the “Selling Securityholders”), or their permitted transferees of
up to 128,389,692 shares of Common Stock currently outstanding,
2,966,666 Private Placement Warrants and up to 15,000,000
shares of Common Stock that may be issued in the form of Common
Stock pursuant to the earnout provisions of the Merger Agreement
(as defined in the Prospectus).
Our Common
Stock and our Public Warrants are listed on the New York Stock
Exchange under the symbols “ATIP” and “ATIPWS,” respectively. On
June 23, 2022, the last reported sale price of our Common Stock was
$1.79 per share and the last reported sale price of our Public
Warrants was $0.18 per warrant.
This
prospectus supplement updates and supplements the information in
the Prospectus, including any amendments or supplements
thereto, and is not complete without, and may not be delivered or
utilized except in combination with, the Prospectus, including any
subsequent amendments or supplements thereto. This prospectus
supplement should be read in conjunction with the Prospectus,
including any amendments or supplements thereto, and if there is
any inconsistency between the information in the Prospectus, any
prior amendments or supplements thereto, and this prospectus
supplement, you should rely on the information in this prospectus
supplement. The information in this prospectus supplement modifies
and supersedes, in part, the information in the Prospectus,
including any amendments or supplements thereto. Any information in
the Prospectus or any prior amendments or supplements thereto, that
is modified or superseded shall not be deemed to constitute a part
of the Prospectus except as modified or superseded by this
prospectus supplement. You should not assume that the information
provided in this prospectus supplement, the Prospectus or any prior
amendments or supplements thereto, is accurate as of any date other
than their respective dates. Neither the delivery of this
prospectus supplement, the Prospectus, any prior amendments or
supplements thereto, nor any sale made hereunder, shall under any
circumstances create any implication that there has been no change
in our affairs since the date of this prospectus supplement, or
that the information contained in this prospectus supplement, the
Prospectus or any prior amendments or supplements thereto, is
correct as of any time after the date of that information.
Investing in our Common Stock involves a high degree of risk. See
“Risk Factors” beginning on page 10 of the Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities, or determined if this Prospectus Supplement No. 3 is
truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus Supplement is June 24, 2022
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): June 24,
2022
ATI PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-39439
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85-1408039
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(State or other
jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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790 Remington
Boulevard
Bolingbrook,
Illinois
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60440
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(Address of
principal executive offices)
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(Zip
Code)
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(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:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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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:
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Title of Each Class
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Trading
Symbol
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Name of Each
Exchange
on Which
Registered
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Class A Common Stock, $0.0001 par value
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ATIP
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New York Stock
Exchange
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Redeemable Warrants, each whole warrant exercisable for one share
of Class A Common Stock at an exercise price of $11.50 per
share
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ATIP
WS
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New York Stock
Exchange
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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. ☐
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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.
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On June 20, 2022, ATI Physical
Therapy, Inc. (“the Company”) and Augustus Oakes, the Company’s
Chief Information Officer, entered into an amendment (the “First
Amendment”) to Mr. Oakes’ employment agreement (the “Employment
Agreement”) with the Company. Pursuant to the First Amendment, Mr.
Oakes’ target bonus at full accomplishment of the Company’s goals
was increased from 50% to 75% of base compensation.
The foregoing
descriptions of the Employment Agreement and the First Amendment do
not purport to be complete and are qualified in their entirely by
reference to the full text of (i) the Employment Agreement,
previously filed as Exhibit 10.16 to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 and (ii) the
First Amendment, a copy of which is attached as Exhibit 10.1 to
this Current Report on Form 8-K.
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Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
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EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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First Amendment to Employment Agreement effective June 20,
2022 by and between ATI Physical Therapy, Inc. and Augustus
Oakes
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104
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Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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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.
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Dated: June 24, 2022
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ATI Physical Therapy, Inc.
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By:
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/s/ Joseph Jordan
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Name:
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Joseph Jordan
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Title:
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Chief Financial Officer
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Exhibit 10.1
FIRST AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This First
Amendment (the “Amendment”)
to that certain Employment Agreement dated May 14, 2021 (the
“Original Agreement”), by
ATI Physical Therapy, Inc. (f/k/a Fortress Value Acquisition Corp.
II (the “Company”), and
Augustus Oakes (“Employee”), is made by the parties to
be effective as of June 20, 2022 (the “Amendment Date”). The term
“Agreement” shall mean the
Original Agreement, as modified by this Amendment, and all other
capitalized terms used but not otherwise defined herein shall have
the meanings given them in the Original Agreement.
WHEREAS, the
parties desire to amend the Original Agreement in accordance with
the terms of this Amendment.
NOW,
THEREFORE, in consideration of the promises and agreements set
forth herein, and for other good and valuable considerations, the
parties agree as follows:
1. Annual
Incentive Compensation Program. Commencing on the Amendment
Date, Employee’s Target Bonus percentage under Section 5.2 of the
Agreement shall be increased from 50% to 75% of base compensation
at target level of achievement.
2. No
Other Changes. Except as expressly modified hereby, all other
terms and conditions of the Original Agreement remain unchanged and
in full force and effect and shall govern and apply to all matters
contemplated by this Amendment.
3. Counterparts
and Facsimile/PDF Signatures. This Amendment may be executed
simultaneously in two or more counterparts, anyone of which need
not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same
agreement. The parties hereto agree that facsimile transmission or
PDF of original signatures shall constitute and be accepted as
original signatures.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed, or caused
their duly authorized representatives to execute, this Amendment to
be effective as of the Amendment Date.
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ATI Physical Therapy, Inc. |
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By
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/s/ Sharon Vitti
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Name:
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Sharon Vitti
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Title:
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CEO
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EMPLOYEE
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/s/ Augustus Oakes
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Augustus Oakes
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[Signature
Page to First Amendment to Employment Agreement]
