CareMax Announces 1-for-30 Reverse Stock Split

CareMax, Inc. (NASDAQ: CMAX; CMAXW) (“CareMax” or the “Company”), a leading technology-enabled value-based care delivery system, today announced that the Company’s Board of Directors (the “Board”) has approved a 1-for-30 reverse stock split (the “Reverse Stock Split”) of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that is expected to become effective on Wednesday, January 31, 2024 at 11:59 p.m. Eastern Time (the “Effective Time”). The Class A Common Stock will continue to trade on the Nasdaq Stock Market (“Nasdaq”) under the symbol “CMAX” and is expected to begin trading on a split-adjusted basis commencing upon market open on February 1, 2024. The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 14171W202. The Company’s publicly traded warrants will continue to be traded on the Nasdaq under the symbol “CMAXW.” However, under the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable on exercise of each warrant will be proportionately decreased.

The Reverse Stock Split was approved by the Company’s stockholders at the special meeting of stockholders held on January 23, 2024, where the Company’s stockholders approved the amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to effect the Reverse Stock Split, to be effected in the Board’s discretion within approved parameters. Subsequently, the Board approved the Reverse Stock Split and filing of the amendment to the Charter to effect the Reverse Stock Split, at the ratio of 1-for-30, as of the Effective Time. The Reverse Stock Split is intended for CareMax to regain compliance with the minimum bid price requirement of $1.00 per share of Class A Common Stock for continued listing on Nasdaq (the “Minimum Bid Price Requirement”).

At the effective time of the Reverse Stock Split, every 30 shares of the Company’s issued and outstanding Class A Common Stock will be automatically converted into one issued and outstanding share of Class A Common Stock without any change in the par value of $0.0001 per share. The Reverse Stock Split will reduce the number of issued and outstanding shares of the Company's Class A Common Stock from approximately 112.4 million shares to approximately 3.7 million shares. There will also be a corresponding reduction in the authorized number of shares of the Company’s common stock. Proportional adjustments will be made to the number of shares of Class A Common Stock underlying the Company’s outstanding equity awards, the public warrants trading on Nasdaq under the existing symbol “CMAXW,” private warrants and the number of shares issuable under its equity incentive plan and other existing agreements, as well as the exercise or conversion price, as applicable.