08/06/2024 | Press release | Distributed by Public on 08/06/2024 14:57
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Delaware
(State or other jurisdiction of incorporation or organization)
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83-3349931
(I.R.S. Employer Identification Number)
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| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☒ | |
| Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | |
| | | | | | | Emerging growth company | | | ☐ | |
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ABOUT THIS PROSPECTUS
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WHERE YOU CAN FIND MORE INFORMATION
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INCORPORATION BY REFERENCE
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THE COMPANY
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RISK FACTORS
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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USE OF PROCEEDS
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DESCRIPTION OF CAPITAL STOCK
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DESCRIPTION OF DEBT SECURITIES
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DESCRIPTION OF WARRANTS
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DESCRIPTION OF UNITS
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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Amount to be Paid
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SEC registration fee
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| | | $ | (1) | | |
FINRA filing fee
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(1)
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Printing and engraving expenses
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(1)
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Legal fees and expenses
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(1)
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Accounting fees and expenses
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(1)
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Transfer agent and registrar fees and expenses
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(1)
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Miscellaneous expenses
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(1)
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Total
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| | | $ | (1) | | |
Exhibit Number |
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Description
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1.1* | | | Form of Underwriting Agreement | |
4.1 | | | Amended and Restated Certificate of Incorporation of The Pennant Group, Inc., effective as of September 27, 2019 (incorporated by reference to Exhibit 3.1 to The Pennant Group, Inc.'s Current Report on Form 8-K (File No. 001-38900) filed with the SEC on October 3, 2019) | |
4.2 | | | Second Amended and Restated Bylaws of The Pennant Group, Inc., effective as of February 21, 2022 (incorporated by reference to Exhibit 3.1 to The Pennant Group, Inc.'s Current Report on Form 8-K (File No. 001-38900) filed with the SEC February 22, 2022) | |
4.3* | | | Form of Preferred Stock Certificate and Certificate of Designation of Preferred Stock | |
4.4 | | |
Form of Indenture
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4.5* | | | Form of Debt Security | |
4.6* | | | Form of Warrant | |
Exhibit Number |
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Description
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4.7* | | | Form of Warrant Agreement | |
4.8* | | | Form of Unit Agreement | |
5.1 | | |
Opinion of Sidley Austin LLP
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23.1 | | |
Consent of Deloitte & Touche LLP
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23.2 | | |
Consent of Sidley Austin LLP (included in Exhibit 5.1)
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24.1 | | |
Powers of Attorney (incorporated by reference to the signature page hereto)
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25.1** | | | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939. | |
107 | | |
Filing Fee Table
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Signature
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Title
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Date
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/s/ Brent J. Guerisoli
Brent J. Guerisoli
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Director and Chief Executive Officer (Principal Executive Officer) |
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August 6, 2024
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/s/ Lynette B. Walbom
Lynette B. Walbom
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Chief Financial Officer (Principal Financial and Accounting Officer) |
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August 6, 2024
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/s/ Barry M. Smith
Barry M. Smith
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| | Chairman of the Board of Directors | | |
August 6, 2024
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/s/ Christopher R. Christensen
Christopher R. Christensen
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| | Director | | |
August 6, 2024
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/s/ John G. Nackel, Ph.D.
John G. Nackel, Ph.D.
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| | Director | | |
August 6, 2024
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/s/ Stephen M. R. Covey
Stephen M. R. Covey
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| | Director | | |
August 6, 2024
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/s/ JoAnne Stringfield
JoAnne Stringfield
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| | Director | | |
August 6, 2024
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Signature
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Title
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Date
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/s/ Scott E. Lamb
Scott E. Lamb
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| | Director | | |
August 6, 2024
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/s/ Gregory K. Morris
Gregory K. Morris
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| | Director | | |
August 6, 2024
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