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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Foundation Healthcare Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| February 3, 2017 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34171 Foundation Healthcare, Inc. (Exact name of registrant as sp |
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| November 8, 2016 |
fdnh-8k20161107.htm 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): November 7, 2016 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incor |
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| October 14, 2016 |
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): October 12, 2016 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 14, 2016 |
EX-10.1 2 d261796dex101.htm EX-10.1 Exhibit 10.1 Purchase Agreement between FOUNDATION HEALTHCARE, INC. FOUNDATION SURGERY AFFILIATES, LLC FOUNDATION SURGERY MANAGEMENT, LLC and HEALTHCREST SURGICAL PARTNERS, LLC Dated as of October 12, 2016 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Referenced Terms 7 ARTICLE 2 PURCHASE AND SALE; ASSUMPTION OF LIABILITIES 8 2.1 Purchase |
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| October 14, 2016 |
PROMISSORY NOTE U.S. $2,750,000 October 12, 2016 Exhibit 10.2 PROMISSORY NOTE U.S. $2,750,000 October 12, 2016 FOR VALUE RECEIVED, HEALTHCREST SURGICAL PARTNERS, LLC an Oklahoma limited liability company (Maker), with its principal place of business at 3540 S. Boulevard, Suite 225, Edmond, Oklahoma 73013, hereby promises to pay to FOUNDATION HEALTHCARE, INC, an Oklahoma corporation (Payee) with its principal place of business at 14000 North |
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| September 2, 2016 |
Foundation Healthcare 10-Q (Quarterly Report) 10-Q 1 fdnh-10q20160630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi |
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| September 2, 2016 |
AMENDED AND RESTATED Common Stock Purchase WarranT FOUNDATION HEALTHCARE, INC. fdnh-ex41_117.htm Exhibit 4.1 AMENDED AND RESTATED Common Stock Purchase WarranT FOUNDATION HEALTHCARE, INC. Warrant Shares: Original Issue Date: June 20, 2011 Warrant No. Amended and Restated Date: June 20, 2016 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the cond |
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| August 25, 2016 |
8-K 1 d244668d8k.htm FORM 8-K 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 19, 2016 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction |
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| August 25, 2016 |
LOAN MODIFICATION AGREEMENT AND WAIVER EX-10.1 Exhibit 10.1 LOAN MODIFICATION AGREEMENT AND WAIVER THIS LOAN MODIFICATION AGREEMENT AND WAIVER (?Amendment?) is dated effective as of August 19, 2016 by and among FOUNDATION HEALTHCARE, INC., an Oklahoma corporation (?Borrower?), the lenders from time to time party to the Credit Agreement (collectively, ?Lenders? and individually, a ?Lender?), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, |
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| August 25, 2016 |
LOAN MODIFICATION AGREEMENT AND WAIVER EX-10.1 Exhibit 10.1 LOAN MODIFICATION AGREEMENT AND WAIVER THIS LOAN MODIFICATION AGREEMENT AND WAIVER (?Amendment?) is dated effective as of August 19, 2016 by and among FOUNDATION HEALTHCARE, INC., an Oklahoma corporation (?Borrower?), the lenders from time to time party to the Credit Agreement (collectively, ?Lenders? and individually, a ?Lender?), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, |
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| August 25, 2016 |
8-K 1 d244668d8k.htm FORM 8-K 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 19, 2016 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction |
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| August 19, 2016 |
13900 N. Portland Ave., Suite 200, Oklahoma City, OK 73134 EX-99.1 Exhibit 99.1 8/15/16 Primary contact: Brooks ONeil, 952-239-7677 ([email protected]) FOUNDATION HEALTHCARE REPORTS 2ND QUARTER RESULTS AND INCREASES PATIENT SATISFACTION SCORES TO 97% IN THE NEW HOUSTON HOSPITAL. OKLAHOMA CITY(August 15, 2016) Foundation HealthCare, Inc. (OTCQB: FDNH), which is an owner and operator of surgical hospitals, announced today the Companys financial re |
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| August 19, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition FORM 8-K 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 15, 2016 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (C |
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| August 19, 2016 |
EX-99.2 Exhibit 99.2 C O R P O R A T E P A R T I C I P A N T S Brooks O?Neil, White Oaks Investor Relations Stanton Nelson, Chief Executive Officer Hubert King, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C I P A N T S Scott Henry, ROTH Capital Bill Sutherland, Emerging Growth Equities P R E S E N T A T I O N Operator: Good afternoon, and welcome to the Foundation HealthCare Seco |
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| August 19, 2016 |
EX-99.2 Exhibit 99.2 C O R P O R A T E P A R T I C I P A N T S Brooks O?Neil, White Oaks Investor Relations Stanton Nelson, Chief Executive Officer Hubert King, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C I P A N T S Scott Henry, ROTH Capital Bill Sutherland, Emerging Growth Equities P R E S E N T A T I O N Operator: Good afternoon, and welcome to the Foundation HealthCare Seco |
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| August 19, 2016 |
13900 N. Portland Ave., Suite 200, Oklahoma City, OK 73134 EX-99.1 Exhibit 99.1 8/15/16 Primary contact: Brooks ONeil, 952-239-7677 ([email protected]) FOUNDATION HEALTHCARE REPORTS 2ND QUARTER RESULTS AND INCREASES PATIENT SATISFACTION SCORES TO 97% IN THE NEW HOUSTON HOSPITAL. OKLAHOMA CITY(August 15, 2016) Foundation HealthCare, Inc. (OTCQB: FDNH), which is an owner and operator of surgical hospitals, announced today the Companys financial re |
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| August 19, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition FORM 8-K 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 15, 2016 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (C |
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| August 15, 2016 |
NT 10-Q SEC File Number: 001-34171 CUSIP Number: 350405205 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For period ended June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| June 22, 2016 |
Submission of Matters to a Vote of Security Holders Form 8-K 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 20, 2016 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Com |
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| May 18, 2016 |
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): May 16, 2016 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 18, 2016 |
-more- 14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134 EX-99.1 Exhibit 99.1 5/16/16 Primary contact: Brooks O?Neil, 952-239-7677 ([email protected]) FOUNDATION HEALTHCARE Q1 REVENUE GROWS 30% TO $39 MILLION; HOUSTON HOSPITAL ACCRETIVE IN FIRST QUARTER; ACQUIRES 51% OF NINETY NINE HEALTHCARE MANAGEMENT OKLAHOMA CITY?(May 16, 2016) ? Foundation HealthCare, Inc. (OTCQB: FDNH), which is an owner and operator of surgical hospitals, announced today the |
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| May 18, 2016 |
EX-99.3 Stanton Nelson, CEO May 17, 2016 FOUNDATION HEALTHCARE Investor Presentation Exhibit 99.3 Forward Looking Statements This presentation includes forward looking statements. All statements other than statements of historical fact, including, without limitation, statements regarding future plans and objectives of Foundation Healthcare or the Corporation, are forward-looking statements that in |
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| May 18, 2016 |
EX-99.2 Exhibit 99.2 Event ID: 139322638521 Event Name: Q1 2016 Foundation Healthcare Inc Earnings Call Event Date: 2016-05-16T20:30:00 UTC C: Brooks ONeil;Foundation Healthcare, Inc.;IR C: Stanton Nelson;Foundation Healthcare, Inc.;CEO C: Hugh King;Foundation Healthcare, Inc.;CFO P: Bill Sutherland;Emerging Growth Equities;Analyst P: Scott Henry;Roth Capital;Analyst P: Alex Silverman;Special Sit |
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| May 16, 2016 |
Foundation Healthcare 10-Q (Quarterly Report) fdnh-10q20160331.htm Ayjim UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Nu |
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| May 16, 2016 |
LOAN MODIFICATION AGREEMENT AND WAIVER EX-10.2 2 fdnh-ex102185.htm EX-10.2 Exhibit 10.2 LOAN MODIFICATION AGREEMENT AND WAIVER THIS LOAN MODIFICATION AGREEMENT AND WAIVER (“Amendment”) is dated effective as of May 11, 2016 by and among FOUNDATION HEALTHCARE, INC., an Oklahoma corporation (“Borrower”), the lenders from time to time party to the Credit Agreement (collectively, “Lenders” and individually, a “Lender”), and TEXAS CAPITAL BA |
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| April 29, 2016 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 19, 2016 |
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): April 15, 2016 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 31, 2016 |
Exhibit 10.21 LEASE AGREEMENT 7501 Fannin Houston, Texas By And Between CAMBRIDGE PROPERTIES, a sole proprietorship of Dr. Timothy L. Sharma (“LANDLORD”) AND UNIVERSITY HOSPITAL SYSTEMS, LLP, a Delaware limited liability partnership (“TENANT”) TABLE OF CONTENTS Page SEC. 1. LEASED PREMISES 1 SEC. 2. PARKING 1 SEC. 3. TERM 3 SEC. 4. USE 3 SEC. 5. SECURITY DEPOSIT 3 SEC. 6. BASE RENT 4 SEC. 7. ADDIT |
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| March 31, 2016 |
Exhibit 21 Subsidiaries of Registrant Name of Subsidiary State of Organization Names Under Which Does Business Foundation Surgical Hospital Affiliates, LLC Nevada Foundation Surgical Hospital Affiliates, LLC Foundation Surgical Hospital Management, LLC Oklahoma Foundation Surgical Hospital Management, LLC Foundation Surgical Hospital Holdings, LLC Nevada Foundation Surgical Hospital Holdings, LLC |
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| March 30, 2016 |
Foundation Healthcare 10-K (Annual Report) 10-K 1 fdnh-10k20151231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| March 18, 2016 |
Event Name: Q4 2015 Foundation Healthcare Inc Earnings Call Exhibit 99.2 Event Name: Q4 2015 Foundation Healthcare Inc Earnings Call Event Date: 2016-03-16T20:30:00 UTC Company: Brooks ONeil; White Oaks; IR Company: Stanton Nelson; Foundation HealthCare, Inc.; CEO Company: Hubert King; Foundation HealthCare, Inc.; CFO Participant: Bill Sutherland; Emerging Growth Equities; Analyst Participant: Andy Carruthers; Bagley Securities; Analyst Participant: Walte |
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| March 18, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 16, 2016 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 18, 2016 |
Foundation HealthCare Reports Fourth Quarter and Annual 2015 Financial Results EX-99.1 Exhibit 99.1 Foundation HealthCare Reports Fourth Quarter and Annual 2015 Financial Results 03/16/16 Primary contact: Brooks ONeil, 952-239-7677 ([email protected]) FOUNDATION HEALTHCARE ANNUAL REVENUE GROWS 22 PERCENT TO $127.5 MILLION; ADJUSTED EBITDA INCREASED 35 PERCENT TO $14.2 MILLION OKLAHOMA CITY, March 16, 2016 Foundation HealthCare, Inc. (OTCQB: FDNH), which is an owner a |
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| March 17, 2016 |
8-K/Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Ju |
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| March 17, 2016 |
EX-99.2 Exhibit 99.2 UNIVERSITY GENERAL HOSPITAL, LP INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of December 31, 2015 and 2014 F-3 Statements of Operations for the Years Ended December 31, 2015 and 2014 F-4 Statements of Partners? Deficit for the Years Ended December 31, 2015 and 2014 F-5 Statements of Cash Flows for the Years En |
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| March 17, 2016 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 31, 2015, Foundation Healthcare, Inc. (referred to as the ?Company,? ?we,? ?us,? and ?our? closed the acquisition comprising substantially all of the hospital assets and hospital operating entity of University General Hospital, LP (?UGH?), consisting of a sixty-nine bed acute care hospital located in the |
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| March 11, 2016 |
14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134 EX-99.1 Exhibit 99.1 Primary contact: Brooks O?Neil, 952-239-7677 ([email protected]) FOUNDATION HEALTHCARE EXPECTS $125-$127.5 MILLION IN REVENUE UP 19% YEAR-OVER-YEAR AND $0.30-$0.34 EPS, FOR FY 2015; COMPANY TO HOST FOURTH QUARTER AND FISCAL YEAR 2015 FINANCIAL RESULTS CONFERENCE CALL WEDNESDAY, MARCH 16 OKLAHOMA CITY, March 7, 2016 ? Foundation HealthCare (FDNH), which is an owner and ope |
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| March 11, 2016 |
EX-99.2 3 d143961dex992.htm EX-99.2 Stanton Nelson, CEO March 14-16, 2016 FOUNDATION HEALTHCARE Investor Presentation Exhibit 99.2 Forward Looking Statements This presentation includes forward looking statements. All statements other than statements of historical fact, including, without limitation, statements regarding future plans and objectives of Foundation Healthcare or the Corporation, are f |
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| March 11, 2016 |
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): March 7, 2016 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission F |
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| January 6, 2016 |
Foundation HealthCare Announces Completion Of The EX-99.1 Exhibit 99.1 Foundation HealthCare Announces Completion Of The Acquisition Of University General Hospital (UGH), A Sixty-Nine Bed Hospital In Houston, Texas The $33 million acquisition of UGH, which generated more than $70 million in 2014, closed December 31, 2015 and is expected to be immediately accretive. Conference call scheduled for Tuesday at 4:00 p.m. ET. OKLAHOMA CITY, Jan. 4, 2016 |
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| January 6, 2016 |
EX-10.1 Exhibit 10.1 CREDIT AGREEMENT among FOUNDATION HEALTHCARE, INC., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as Administrative Agent and L/C Issuer TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger and Sole Book Runner DATED AS OF DECEMBER 31, 2015 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 5 Section 1.1 Definitions 5 |
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| January 6, 2016 |
Form 8-K 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): December 31, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) |
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| December 1, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits Form 8-K 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): December 1, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) ( |
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| December 1, 2015 |
EX-99.1 Foundation HealthCare, Inc. Presentation Piper Jaffray Annual Healthcare Conference Stanton Nelson, CEO Hugh King, CFO December 2015 Do the right thing... Do it all the time. www.FDNH.com Exhibit 99.1 Forward Looking Statements This presentation may include certain forward looking statements. All statements other than statements of historical fact, included herein, including, without limit |
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| November 24, 2015 |
14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134 EX-99.1 Exhibit 99.1 11/24/15 Primary contact: Grady Epperly, 405-202-6091 ([email protected]) FOUNDATION HEALTHCARE TO RECEIVE $3.85 MILLION FOR THE SALE OF ITS REAL ESTATE INTEREST IN HERITAGE PARK SURGICAL HOSPITAL IN SHERMAN, TX Foundation sold its interest in the hospital?s operations in June 2015. OKLAHOMA CITY, November 24, 2015 - Foundation HealthCare, Inc. (OTCQB: FDNH), which is an |
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| November 24, 2015 |
Financial Statements and Exhibits, Other Events Form 8-K 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): November 20, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) |
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| November 10, 2015 |
EX-10.1 Exhibit 10.1 Execution Version PURCHASE AND SALE AGREEMENT by and among UNIVERSITY GENERAL HEALTH SYSTEM, INC., UGHS AUTIMIS BILLING, INC., UGHS AUTIMIS CODING, INC., UGHS ER SERVICES, INC., UGHS HOSPITALS, INC., UGHS MANAGEMENT SERVICES, INC., UGHS SUPPORT SERVICES, INC., UNIVERSITY HOSPITAL SYSTEMS, LLP, AND UNIVERSITY GENERAL HOSPITAL, LP (collectively ?Debtors?) and FOUNDATION SURGICAL |
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| November 10, 2015 |
EX-99.1 Exhibit 99.1 Press Release FOUNDATION HEALTHCARE ANNOUNCES AGREEMENT TO ACQUIRE UNIVERSITY GENERAL HOSPITAL (UGH), A SIXTY-NINE BED ACUTE-CARE HOSPITAL IN HOUSTON, TEXAS $33 million acquisition of UGH which generated more than $70 million of net revenue in 2014 is expected to close December 31, 2015 and to be immediately accretive Conference call scheduled for Thursday, November 12 at 4:30 |
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| November 10, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K 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): November 6, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) ( |
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| November 2, 2015 |
-more- 14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134 www.FDNH.com fdnh-ex99136.htm EXHIBIT 99.1 FOUNDATION HEALTHCARE YEAR TO DATE REVENUE GROWS 32% TO $94 MILLION; ADJUSTED EBITDA INCREASED 93% TO $10.8 MILLION OKLAHOMA CITY, Nov 2, 2015 ? Foundation HealthCare, Inc. (OTCQB: FDNH), which is an owner and operator of surgical hospitals, announced today the Company?s financial results for the third quarter of 2015. Highlights include: ? Net revenues increased 19% |
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| November 2, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition fdnh-8k20151102.htm 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): November 2, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incor |
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| November 2, 2015 |
Unassociated Document Power of Attorney I, Lorin E. Patterson, the undersigned, hereby constitute and appoint Marcelo Puiggari and Mark Kidd, and each of them individually, as my true and lawful attorney-in-fact to: 1. Complete and execute on my behalf, as an executive officer and/or director of Foundation Healthcare, Inc., an Oklahoma corporation (the ?Company?) Forms 3, 4, or 5 required to be fi |
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| October 2, 2015 |
Unassociated Document Power of Attorney I, Richard L. Zahn, the undersigned, hereby constitute and appoint Marcelo Puiggari and Mark Kidd, and each of them individually, as my true and lawful attorney-in-fact to: 1. Complete and execute on my behalf, as an executive officer and/or director of Foundation Healthcare, Inc., an Oklahoma corporation (the ?Company?) Forms 3, 4, or 5 required to be filed |
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| August 11, 2015 |
Foundation HealthCare Reports Second Quarter 2015 Financial Results fdnh-ex9916.htm Exhibit 99.1 Foundation HealthCare Reports Second Quarter 2015 Financial Results 08/11/15 Primary contact: Grady Epperly, 405-202-6091 ([email protected]) FOUNDATION HEALTHCARE Q2 REVENUE GROWS 44 PERCENT TO $31.9 MILLION; ADJUSTED EBITDA INCREASED 246 PERCENT TO $3.6 MILLION OKLAHOMA CITY, Aug 11, 2015 ? Foundation HealthCare, Inc. (OTCQB: FDNH), which is an owner and operato |
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| August 11, 2015 |
Foundation Healthcare 8-K (Current Report/Significant Event) fdnh-8k20150811.htm 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 11, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorp |
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| July 22, 2015 |
EXHIBIT 1 JOINT FILING AGREEMENT Oliver Company Holdings, LLC and Roy T. Oliver hereby agree that the Schedule 13G to which is agreement is attached is filed on behalf of each of them. Oliver Company Holdings, LLC By: /s/ ROY T OLIVER Roy T. Oliver, Manager /s/ ROY T. OLIVER Roy T. Oliver |
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| July 22, 2015 |
SC 13G 1 oliver13g.htm OLIVER CO. HOLDINGS SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Foundation Healthcare, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 350405106 (CUSIP Number) December 31, 2004 (Date of Event Which Requires Filing of this Statement |
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| June 23, 2015 |
Submission of Matters to a Vote of Security Holders Form 8-K 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 22, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Com |
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| June 18, 2015 |
Form 8-K 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 12, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Com |
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| June 18, 2015 |
EX-10.1 2 d944920dex101.htm EX-10.1 CONTRIBUTION AND PURCHASE AGREEMENT HERITAGE PARK SURGICAL HOSPITAL TABLE OF CONTENTS R E C I T A L S 1 1. CONTRIBUTION OF ASSETS AND PURCHASE OF TRANSFERRED UNITS. 2 2. REPRESENTATIONS AND WARRANTIES OF HPSH AND SELLERS. 9 2A. REPRESENTATIONS AND WARRANTIES OF SELLERS. 17 3. REPRESENTATION AND WARRANTIES OF BUYER. 17 4. PRE-CLOSING COVENANTS. 18 5. CONDITIONS P |
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| May 8, 2015 |
EX-99.2 Exhibit 99.2 CORPORATE PARTICIPANTS James Carbonara, Hayden IR, Investor Relations Stanton Nelson, Chief Executive Officer Hubert King, Chief Financial Officer CONFERENCE CALL PARTICIPANTS Brooks O?Neil, Dougherty & Company Alex Silverman, Special Situations Fund Andy Carothers, Bagley Securities Tom McGuire, Private Investor PRESENTATION Operator: Good afternoon and welcome to the Foundat |
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| May 8, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): May 6, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 8, 2015 |
EX-99.1 Exhibit 99.1 Foundation HealthCare Q1 Revenue Grows 36% to $30 Million; Adjusted EBITDA Increased 152% to $2.3 Million OKLAHOMA CITY, OK?(May 6, 2015) ? Foundation HealthCare, Inc. (OTCQB: FDNH), which is an owner and operator of surgical hospitals, announced today the Company?s financial results for the first quarter of 2015. Highlights include: ? Net revenues and income from affiliates i |
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| April 30, 2015 |
Foundation Healthcare DEFINITIVE PROXY STATEMENT DEF 14A 1 d916208ddef14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for U |
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| April 22, 2015 |
8-K 1 d913674d8k.htm 8-K 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): April 21, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of In |
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| April 22, 2015 |
EX-10>1 Exhibit 10.1 FOUNDATION HEALTHCARE, INC. (the Company) 2015 BONUS INCENTIVE PLAN FOR EXECUTIVE OFFICERS PURSUANT TO THE 2008 LONG-TERM INCENTIVE PLAN The purpose of the 2015 Incentive Plan for Executive Officers (the Plan) sets forth performance-oriented incentive awards to motivate our executive officers and reward them for superior managerial performance and profitable growth of the |
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| April 22, 2015 |
-more- 14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134 EX-99.1 Exhibit 99.1 NEWS www.FDNH.com 4/21/15 Primary contact: Grady Epperly, 405-202-6091 ([email protected]) FOUNDATION HEALTHCARE, INC. ANNOUNCES OPERATIONAL UPDATE OKLAHOMA CITY, April 21, 2015 Foundation HealthCare (FDNH), which owns and operates hospitals focused on surgeries and related ancillary services, announced today the following updates: Operational Update: On April 10, 201 |
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| April 7, 2015 |
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): April 2, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 7, 2015 |
RW April 7, 2015 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| February 26, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 fdnh-8k20150224.htm 8-K 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): February 24, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdicti |
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| February 26, 2015 |
Exhibit 99.2 Foundation HealthCare, Inc. Fourth Quarter 2014 Financial Results Conference Call and Webcast February 25, 2015 C O R P O R A T E P A R T I C I P A N T S Casey Stegman, Investor Relations Stanton Nelson, Chief Executive Officer Hubert King, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C I P A N T S Dan Trang, Stonegate Capital Partners Alex Silverman, Special Situatio |
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| February 26, 2015 |
Foundation HealthCare Reports Fourth Quarter 2014 Financial Results Fourth Quarter and Year End Exhibit 99.1 Foundation HealthCare Reports Fourth Quarter 2014 Financial Results Fourth Quarter and Year End OKLAHOMA CITY, OK-(February 24, 2015) – Foundation HealthCare, Inc. (OTC Markets: FDNH), which is an owner and operator of surgical hospitals, announced today the Company’s financial results for the fourth quarter and year-end which ended December 31st, 2014. Highlights include: For the Fou |
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| February 10, 2015 |
FDNH / Foundation Healthcare Inc. S-1/A - - AMENDMENT NO. 7 TO FORM S-1 AMENDMENT NO. 7 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on February 10, 2015 Registration No. 333-197219 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOUNDATION HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Oklahoma 8093 |
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| February 9, 2015 |
FDNH / Foundation Healthcare Inc. S-1/A - - AMENDMENT NO. 6 TO FORM S-1 AMENDMENT NO. 6 TO FORM S-1 As filed with the Securities and Exchange Commission on February 9, 2015 Registration No. 333-197219 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOUNDATION HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Oklahoma 8093 20-0180812 (State |
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| February 9, 2015 |
EX-4.9 Exhibit 4.9 WARRANT AGREEMENT THIS WARRANT AGREEMENT is made as of , 2015 (the “Issuance Date”), between Foundation Healthcare, Inc., an Oklahoma corporation (the “Company”), Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”), and Roy T. Oliver, Valiant Invest |
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| February 6, 2015 |
FDNH / Foundation Healthcare Inc. S-1/A - - AMENDMENT NO. 5 TO FORM S-1 Amendment No. 5 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on February 6, 2015 Registration No. 333-197219 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOUNDATION HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Oklahoma 8093 |
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| February 6, 2015 |
Units FOUNDATION HEALTHCARE, INC. UNDERWRITING AGREEMENT EX-1.1 Exhibit 1.1 Units FOUNDATION HEALTHCARE, INC. UNDERWRITING AGREEMENT , 2015 Roth Capital Partners, LLC As Representative of the Several Underwriters named on Schedule I hereto 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Foundation Healthcare, Inc., an Oklahoma corporation (the “Company”), and the stockholders of the Company listed on Schedule I hereto (the “Selling |
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| January 26, 2015 |
Results of Operations and Financial Condition 8-K 1 fdnh-8k20150122.htm 8-K 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): January 22, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdictio |
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| January 22, 2015 |
FDNH / Foundation Healthcare Inc. S-1/A - - AMENDMENT NO. 4 TO FORM S-1 Amendment No. 4 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on January 22, 2015 Registration No. 333-197219 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOUNDATION HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Oklahoma 8093 |
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| January 9, 2015 |
CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION FOUNDATION HEALTHCARE, INC. EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF FOUNDATION HEALTHCARE, INC. Foundation Healthcare, Inc., a corporation organized and existing under and by virtue of the Oklahoma General Corporation Act (the “Corporation”), hereby certifies that: FIRST: The name of the Corporation is Foundation Healthcare, Inc. SECOND: The date on which the Certificate of |
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| January 9, 2015 |
### 14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134 EX-99.1 Exhibit 99.1 FOUNDATION HEALTHCARE ANNOUNCES OPERATIONAL UPDATE AND REVERSE STOCK SPLIT OKLAHOMA CITY, Jan. 8, 2015 (GLOBE NEWSWIRE) – Foundation HealthCare (FDNH), which owns and operates surgically focused hospitals and related ancillary services, announced today the following announcements: Operational Update: • Foundation Surgical Hospital of El Paso, a majority-owned hospital, expects |
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| January 9, 2015 |
8-K 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): January 6, 2015 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commis |
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| December 23, 2014 |
FDNH / Foundation Healthcare Inc. S-1/A - - AMENDMENT NO. 3 TO FORM S-1 S-1/A 1 d839699ds1a.htm AMENDMENT NO. 3 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on December 23, 2014 Registration No. 333-197219 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOUNDATION HEALTHCARE, INC. (Exact name of registrant as specified in it |
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| November 21, 2014 |
FDNH / Foundation Healthcare Inc. S-8 - - FORM S-8 S-8 1 d823001ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on November 21, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOUNDATION HEALTHCARE, INC. (Exact name of registrant as specified in its charter) OKLAHOMA 14000 N. Portland, Suite 200 Oklahoma City, O |
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| November 21, 2014 |
FDNH / Foundation Healthcare Inc. S-1/A - - AMENDMENT NO. 2 TO FORM S-1 Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on November 21, 2014 Registration No. 333-197219 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOUNDATION HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Oklahoma 8093 |
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| October 29, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 29, 2014 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 29, 2014 |
Foundation HealthCare Reports Third Quarter 2014 Financial Results Exhibit 99.1 Foundation HealthCare Reports Third Quarter 2014 Financial Results OKLAHOMA CITY, OK-(October 29, 2014) – Foundation Healthcare, Inc. (OTC Markets: FDNH), which focuses on the development and management of surgical hospitals and related ancillary services, announced today the Company’s financial results for the third quarter which ended September 30, 2014. Highlights include: · Revenu |
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| October 7, 2014 |
FDNH / Foundation Healthcare Inc. S-1/A - - AMENDMENT NO. 1 TO FORM S-1 Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on October 7, 2014 Registration No. 333-197219 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOUNDATION HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Oklahoma 8093 2 |
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| August 14, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 12, 2014 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 14, 2014 |
Exhibit 99.2 Foundation HealthCare, Inc. Second Quarter 2014 Financial Results Conference Call and Webcast August 12, 2014 Operator: Good day and welcome to the Foundation HealthCare Second Quarter 2014 Financial Results Conference Call and Webcast. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key, followed by |
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| July 2, 2014 |
FDNH / Foundation Healthcare Inc. S-1 - Registration Statement - FORM S-1 S-1 1 d750280ds1.htm FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on July 1, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOUNDATION HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Oklahoma 8093 20-0180812 (State or other |
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| July 1, 2014 |
EX-10.1 Exhibit 10.1 LOAN, SECURITY AND GUARANTY AGREEMENT between FOUNDATION HEALTHCARE, INC., as Borrower, THE SUBSIDIARIES OF BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, BANK SNB, NATIONAL ASSOCIATION, as Agent, TEXAS CAPITAL BANK, as Syndication Agent THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders. June 30, 2014 TABLE OF CONTENTS Page Section 1. Definitions 1 |
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| July 1, 2014 |
8-K 1 d751524d8k.htm 8-K 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 30, 2014 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Inc |
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| June 19, 2014 |
EX-10.3 Exhibit 10.3 FOUNDATION HEALTHCARE, INC. (the “Company”) 2014 BONUS INCENTIVE PLAN FOR EXECUTIVE OFFICERS PURSUANT TO THE 2008 LONG-TERM INCENTIVE PLAN The purpose of the 2014 Incentive Plan for Executive Officers (the “Plan”) sets forth performance-oriented incentive awards to motivate our executive officers and reward them for superior managerial performance and profitable growth of the |
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| June 19, 2014 |
THIRD AMENDED AND RESTATED PROMISSORY NOTE $9,704,460.15 Oklahoma City, Oklahoma April 30, 2014 Exhibit 10.2 THIRD AMENDED AND RESTATED PROMISSORY NOTE $9,704,460.15 Oklahoma City, Oklahoma April 30, 2014 FOR VALUE RECEIVED, the undersigned, SDC HOLDINGS, LLC, an Oklahoma limited liability company (“SDC”) and APOTHECARYRx, LLC, an Oklahoma limited liability company (“ARx” with SDC, the “Borrowers” and each a “Borrower”), jointly and severally promise to pay to the order of ARVEST BANK, an Ar |
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| June 19, 2014 |
Form 8-K 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 14, 2014 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Com |
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| June 19, 2014 |
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT (the “Amendment”) is executed effective as of April 30, 2014 (the “Effective Date”), among SDC HOLDINGS, LLC, an Oklahoma limited liability company (“SDC”), APOTHECARYRx, LLC, an Oklahoma limited liability company (“ARx” and together with SDC, jointly and severally the “Borrowers” and each a “Borrowe |
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| May 20, 2014 |
MAY 15, 2014 / 8:30PM, FDNH - Q1 2014 Foundation Healthcare, Inc. Earnings Conference Call EX-99.2 Exhibit 99.2 MAY 15, 2014 / 8:30PM, FDNH - Q1 2014 Foundation Healthcare, Inc. Earnings Conference Call CORPORATE PARTICIPANTS Casey Stegman Foundation Healthcare - IRO Stanton Nelson Foundation Healthcare - CEO Mark Kidd Foundation Healthcare - CFO CONFERENCE CALL PARTICIPANTS Dan Trang Stonegate Securities - Analyst PRESENTATION Operator Good day, ladies and gentlemen. And welcome to the |
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| May 20, 2014 |
Foundation HealthCare Reports First Quarter 2014 Financial Results EX-99.1 Exhibit 99.1 Foundation HealthCare Reports First Quarter 2014 Financial Results OKLAHOMA CITY, OK—(May 15, 2014) – Foundation Healthcare, Inc. (OTC Markets: FDNH), which focuses on the development and management of surgical hospitals and related ancillary services, today reported financial results for the quarter ended March 31, 2014. Highlights include: • Revenue of $22.1 million for the |
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| May 20, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K/A 1 d729717d8ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2014 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdic |
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| May 15, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): May 15, 2014 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Comm |
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| May 15, 2014 |
Foundation HealthCare Reports First Quarter 2014 Financial Results EX-99.1 Exhibit 99.1 Foundation HealthCare Reports First Quarter 2014 Financial Results OKLAHOMA CITY, OK—(May 15, 2014) – Foundation Healthcare, Inc. (OTC Markets: FDNH), which focuses on the development and management of surgical hospitals and related ancillary services, today reported financial results for the quarter ended March 31, 2014. Highlights include: • Revenue of $22.1 million for the |
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| May 14, 2014 |
Submission of Matters to a Vote of Security Holders 8-K 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): May 12, 2014 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commissio |
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| April 29, 2014 |
8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2013 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of |
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| April 18, 2014 |
- DEFINITIVE NOTICE & PROXY STATEMENT Definitive Notice & Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 17, 2014 |
CORRESP April 17, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 8, 2014 |
- PRELIMINARY NOTICE & PROXY STATEMENT PRE 14A 1 d707720dpre14a.htm PRELIMINARY NOTICE & PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confident |
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| March 31, 2014 |
Foundation Healthcare FORM 10-K (Annual Report) Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 27, 2014 |
Foundation HealthCare Reports Fourth Quarter And Full Fiscal 2013 Financial Results EX-99.1 Exhibit 99.1 Foundation HealthCare Reports Fourth Quarter And Full Fiscal 2013 Financial Results OKLAHOMA CITY, OK—(March 27, 2014) – Foundation Healthcare, Inc. (OTC Markets: FDNH), which focuses on the development and management of surgical hospitals and ancillary service lines, today reported its financial results for the year and quarter ended December 31, 2013. Highlights include: • R |
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| March 27, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): March 27, 2014 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Co |
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| December 4, 2013 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders Form 8-K 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): December 2, 2013 Foundation Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) ( |
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| December 4, 2013 |
OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF INCORPORATION EX-3.1 Exhibit 3.1 OFFICE OF THE SECRETARY OF STATE AMENDED CERTIFICATE OF INCORPORATION WHEREAS, the Amended Certificate of Incorporation of FOUNDATION HEALTHCARE, INC. has been filed in the office of the Secretary of State as provided by the laws of the State of Oklahoma. NOW THEREFORE, I, the undersigned, Secretary of State of the State of Oklahoma, by virtue of the powers vested in me by law, |
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| November 25, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 20, 2013 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 25, 2013 |
GRAYMARK HEALTHCARE, INC. Transcript of Earnings Conference Call November 20, 2013 4:30 p.m. ET EX-99.2 Exhibit 99.2 GRAYMARK HEALTHCARE, INC. Transcript of Earnings Conference Call November 20, 2013 4:30 p.m. ET Operator Good afternoon, everyone, and thank you for participating in today’s conference call to discuss Graymark Healthcare’s financial results for the third quarter ended September 30, 2013. This marks the first quarter of results since the acquisition of Foundation Surgical Hospi |
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| November 25, 2013 |
EX-99.1 Exhibit 99.1 Graymark Healthcare Reports Third Quarter 2013 Financial Results First Quarter Reporting as Combined Entity OKLAHOMA CITY, OK—(November 20, 2013) – Graymark Healthcare, Inc. (OTC Markets: GRMH), which focuses on the development and management of surgical hospitals and ancillary service lines through its recent acquisition of Foundation Surgical Hospital Affiliates, LLC (FSHA) |
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| November 14, 2013 |
NT 10-Q SEC File Number: 001-34171 CUSIP Number: 389465105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For period ended September 30, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| November 13, 2013 |
EX-99.2 Exhibit 99.2 FOUNDATION SURGERY AFFILIATES, LLC Condensed Consolidated Balance Sheet As of June 30, 2013 (Unaudited) ASSETS Cash and cash equivalents $ 1,697,527 Accounts receivable, net of allowances for doubtful accounts of $2,090,081 9,551,964 Receivables from affiliates 828,039 Supplies inventories 1,983,224 Prepaid and other current assets 2,308,526 Total current assets 16,369,280 Pro |
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| November 13, 2013 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On July 22, 2013, Graymark Healthcare, Inc. (the “Company”), completed the purchase of the outstanding membership interests of Foundation Surgery Affiliates, LLC (“FSA”) and Foundation Surgical Hospital Affiliates, LLC (“FSHA”) (collectively “Foundation”). Foundation was purchased from Foundation Healthcare Affiliate |
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| November 13, 2013 |
Form 8-K Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2013 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jur |
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| November 13, 2013 |
EX-99.1 2 d626310dex991.htm EX-99.1 Table of Contents Exhibit 99.1 FOUNDATION SURGERY AFFILIATES, LLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2012 and 2011 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2012 and 2011 F-4 Consolidated Statements of Member’s |
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| November 12, 2013 |
DEF 14A 1 d619887ddef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission |
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| November 1, 2013 |
PRE 14A 1 d619887dpre14a.htm PRELIMINARY PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definiti |
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| October 4, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K 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): September 30, 2013 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) ( |
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| October 4, 2013 |
AGREEMENT IN CONNECTION WITH ASSIGNMENT AND ASSUMPTION OF PSA EX-2.2 Exhibit 2.2 AGREEMENT IN CONNECTION WITH ASSIGNMENT AND ASSUMPTION OF PSA THIS AGREEMENT IN CONNECTION WITH ASSIGNMENT AND ASSUMPTION OF PSA (this “Agreement”) is entered into this 30th day of September, 2013 (the “Effective Date”), by and between GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (“GRMH”), and DOC-GREYMARK HQ OKC MOB, LLC a Wisconsin limited liability company (“DOC”). RECI |
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| October 4, 2013 |
Exhibit 2.1 AGREEMENT OF SALE AND PURCHASE FOUNDATION MEDICAL CENTER OF OKLAHOMA CITY, LLC (SELLER), & GRAYMARK HEALTHCARE, INC. (BUYER) PROPERTY: 14000 NORTH PORTLAND AVE., OKLAHOMA CITY, OK EFFECTIVE DATE: SEPTEMBER 30, 2013 TABLE OF CONTENTS CONTENTS PAGE 1. Agreement to Sell and Purchase 1 2. Purchase Price 2 3. Closing 2 4. Title 2 5. Due Diligence Period 3 6. Disclosure Materials 4 7. Discla |
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| September 6, 2013 |
AGREEMENT IN CONNECTION WITH ASSIGNMENT AND ASSUMPTION OF PSA EX-2.2 Exhibit 2.2 AGREEMENT IN CONNECTION WITH ASSIGNMENT AND ASSUMPTION OF PSA THIS AGREEMENT IN CONNECTION WITH ASSIGNMENT AND ASSUMPTION OF PSA (this “Agreement”) is entered into this 30th day of August, 2013 (the “Effective Date”), by and between FOUNDATION SURGICAL HOSPITAL AFFILIATES, L.L.C., a Nevada limited liability company (“FSHA”), and DOC-FSH EL PASO MEDICAL CENTER, LLC a Wisconsin li |
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| September 6, 2013 |
EX-2.1 2 d594239dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT OF SALE AND PURCHASE HCRI TEXAS PROPERTIES, LTD. (SELLER), HEALTH CARE REIT, INC. (HCN) & FOUNDATION SURGICAL HOSPITAL AFFILIATES, L.L.C. (BUYER) PROPERTIES: 1400 GEORGE DIETER DRIVE, EL PASO, TEXAS 1416 GEORGE DIETER DRIVE, EL PASO, TEXAS APPROX. 7 ACRES OF ADJACENT VACANT LAND EFFECTIVE DATE: AUGUST 30, 2013 TABLE OF CONTENTS CONTENTS PAGE 1 |
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| September 6, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d594239d8k.htm FORM 8-K 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 30, 2013 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction o |
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| August 15, 2013 |
Exhibit 99.1 Exhibit 99.1 GRAYMARK HEALTHCARE, INC. Moderator: Kim Rodgers August 13, 2013 4:30 p.m. ET Operator: Ladies and gentlemen, welcome to the Graymark Healthcare Second Quarter 2013 Earnings Conference Call. At this time, all participants are on a listen-only mode. Later, we will conduct the question and answer session with instructions following at that time. If anyone requires assistanc |
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| August 15, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 13, 2013 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 1, 2013 |
SC 13D 1 d576685dsc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GRAYMARK HEALTHCARE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 389465303 (CUSIP Number) Marcelo Puiggari, Esq. General Counsel & VP Legal Services Foundation HealthCare Affiliates, |
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| August 1, 2013 |
FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT EX-2 2 d576685dex2.htm EX-2 Exhibit 2 EXECUTION COPY FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT This First Amendment to Amended and Restated Membership Interest Purchase Agreement (this “Amendment”), dated as of July 22, 2013 (the “Effective Date”), is entered into among Foundation Healthcare Affiliates, LLC, an Oklahoma limited liability company (“Seller”), TSH |
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| July 26, 2013 |
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): July 22, 2013 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| April 5, 2013 |
FORM 8-K 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): April 2, 2013 Graymark Healthcare, Inc. (Exact Name of Registrant as Specified in Charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commi |
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| April 5, 2013 |
PROMISSORY NOTE $351,709.60 April 2, 2013 Oklahoma City Oklahoma EX-10.1 2 d516994dex101.htm EX-10.1 Exhibit 10.1 PROMISSORY NOTE $351,709.60 April 2, 2013 Oklahoma City Oklahoma FOR VALUE RECEIVED, the undersigned, Graymark Healthcare, Inc., an Oklahoma Corporation (the “Borrower”), promises to pay to the order of Roy T. Oliver (the payee, its successors and assigns are hereinafter called the “Lender”), at 101 N. Robinson, Ste. 900, Oklahoma City, Oklahoma 731 |
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| April 2, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 29, 2013 Graymark Healthcare, Inc. (Exact Name of Registrant as Specified in Charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 2, 2013 |
EX-2.1 Exhibit 2.1 AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG FOUNDATION HEALTHCARE AFFILIATES, LLC, GRAYMARK HEALTHCARE, INC. AND TSH ACQUISITION, LLC DATED AS OF MARCH 29, 2013 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE; ASSUMPTION OF LIABILITIES 9 Section 2.1. Purchase and Sale 9 Section 2.2. Purchase Price 9 Section 2.3. Assumption of Liabilit |
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| January 11, 2013 |
Costs Associated with Exit or Disposal Activities - FORM 8-K Form 8-K 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): January 7, 2013 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Com |
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| December 27, 2012 |
Changes in Registrant's Certifying Accountant - 8-K 8-K 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): December 21, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commis |
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| December 14, 2012 |
FDNH / Foundation Healthcare Inc. / Graymark Investments LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Graymark Healthcare, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 389465303 (CUSIP Number) Michael B Horrell, 401 South LaSalle, Suite 203, Chicago Illinois 60605 (Name, Address and Telephone Number of Person Authorized to Receive Not |
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| November 27, 2012 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement File No. |
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| November 19, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 13, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 19, 2012 |
EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT GRMH.QBB—Q3 2012 Graymark Healthcare, Inc. Earnings Conference Call EVENT DATE/TIME: NOVEMBER 13, 2012 / 9:30PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2012 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohi |
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| November 19, 2012 |
EX-99.1 2 d439133dex991.htm EX-99.1 Exhibit 99.1 Graymark Healthcare Reports Third Quarter 2012 Financial Results Graymark announces cost reduction plan for 2013 of more than $2 Million OKLAHOMA CITY, OK – November 13, 2012–Graymark Healthcare, Inc. (OTCQB: GRMH), the nation’s second largest provider of diagnostic sleep services and an innovator in comprehensive care for obstructive sleep apnea (O |
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| November 5, 2012 |
Submission of Matters to a Vote of Security Holders 8-K 1 d435667d8k.htm FORM 8-K 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): November 5, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction |
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| November 2, 2012 |
Letter to the Securities and Exchange Commission from Eide Bailly LLP Exhibit 16.1 [Eide Bailly Letterhead] November 2, 2012 Securities and Exchange Commission 450 5th Street NW Washington, DC 20549 Ladies and Gentlemen: On October 30, 2012, we provided notice of our resignation as the independent registered public accounting firm for Graymark Healthcare, Inc. (the Company). We have read the Compa |
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| November 2, 2012 |
8-K 1 d432703d8k.htm FORM 8-K 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): October 30, 2012 Graymark Healthcare, Inc. (Exact Name of Registrant as Specified in Charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction |
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| November 1, 2012 |
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “Amendment”) is effective October 12, 2012, among GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (“GRMH”), SDC HOLDINGS, LLC, an Oklahoma limited liability company (“SDC”) and APOTHECARYRx, LLC, an Oklahoma limited liability company (“ARx” together with G |
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| November 1, 2012 |
Form 8-K 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): October 26, 2012 Graymark Healthcare, Inc. (Exact Name of Registrant as Specified in Charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Co |
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| October 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| October 4, 2012 |
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT Exhibit 2.1 AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This Amendment to Membership Interest Purchase Agreement (the “Amendment”), dated as of September 28, 2012 (the “Effective Date”), is entered into among Foundation Healthcare Affiliates, LLC, an Oklahoma limited liability company (“Seller”), TSH Acquisition, LLC, a Delaware limited liability company (“Buyer”), and Graymark Healthcare, |
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| October 4, 2012 |
DEFA14A 1 d420673d8k.htm FORM 8-K 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): September 28, 2012 Graymark Healthcare, Inc. (Exact Name of Registrant as Specified in Charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdi |
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| October 4, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d420673d8k.htm FORM 8-K 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): September 28, 2012 Graymark Healthcare, Inc. (Exact Name of Registrant as Specified in Charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdictio |
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| October 4, 2012 |
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT EX-2.1 2 d420673dex21.htm AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT Exhibit 2.1 AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This Amendment to Membership Interest Purchase Agreement (the “Amendment”), dated as of September 28, 2012 (the “Effective Date”), is entered into among Foundation Healthcare Affiliates, LLC, an Oklahoma limited liability company (“Seller”), TSH Acquisition, |
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| September 28, 2012 |
- PRELIMINARY PROXY STATEMENT: SPECIAL MEETING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| September 19, 2012 |
EX-99.1 Exhibit 99.1 September 2012 Operator, Acquirer and Developer of Sleep Diagnostic Centers, Ambulatory Surgery Centers, and Surgical Hospitals 2 This presentation may include certain forward looking statements. All statements other than statements of historical fact, included herein, including, without limitation, statements regarding future plans and objectives of Graymark Healthcare or the |
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| September 19, 2012 |
Financial Statements and Exhibits, Other Events 8-K 1 d413678d8k.htm FORM 8-K 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): September 18, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdictio |
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| September 19, 2012 |
EX-99.1 Exhibit 99.1 September 2012 Operator, Acquirer and Developer of Sleep Diagnostic Centers, Ambulatory Surgery Centers, and Surgical Hospitals 2 This presentation may include certain forward looking statements. All statements other than statements of historical fact, included herein, including, without limitation, statements regarding future plans and objectives of Graymark Healthcare or the |
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| September 19, 2012 |
DEFA14A 1 d413678d8k.htm FORM 8-K 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): September 18, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdi |
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| September 7, 2012 |
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT Second Amendment to Amended and Restated Loan Agreement Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “Amendment”) is effective June 30, 2012, among GRAYMARK HEALTHCARE, INC., an Oklahoma corporation (“GRMH”), SDC HOLDINGS, LLC, an Oklahoma limited liability company (“SDC”) and APOTHECARYRx, LLC, an Oklahoma l |
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| September 7, 2012 |
8-K 1 d407905d8k.htm FORM 8-K 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 31, 2012 Graymark Healthcare, Inc. (Exact Name of Registrant as Specified in Charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction o |
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| September 7, 2012 |
PROMISSORY NOTE $1,184,808.03 August 31, 2012 Oklahoma City Oklahoma Promissory Note Exhibit 10.2 PROMISSORY NOTE $1,184,808.03 August 31, 2012 Oklahoma City Oklahoma FOR VALUE RECEIVED, the undersigned, Graymark Healthcare, Inc., an Oklahoma Corporation (the “Borrower”), promises to pay to the order of Roy T. Oliver (the payee, its successors and assigns are hereinafter called the “Lender”), at 101 N. Robinson, Ste. 900, Oklahoma City, Oklahoma 73102, or at such o |
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| August 17, 2012 |
EX-2.1 EXHIBIT 2.1 This Membership Interest Purchase Agreement (the “Purchase Agreement”) contains representations and warranties that Graymark and Foundation Healthcare Affiliates made to each other. These representations and warranties were made only for the purposes of the Purchase Agreement and solely for the benefit of Graymark and Foundation Healthcare Affiliates as of specific dates, may be |
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| August 17, 2012 |
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 13, 2012 Graymark Healthcare, Inc. (Exact Name of Registrant as Specified in Charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 17, 2012 |
Form 8-K 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 13, 2012 Graymark Healthcare, Inc. (Exact Name of Registrant as Specified in Charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Com |
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| August 17, 2012 |
EXHIBIT 2.1 This Membership Interest Purchase Agreement (the “Purchase Agreement”) contains representations and warranties that Graymark and Foundation Healthcare Affiliates made to each other. These representations and warranties were made only for the purposes of the Purchase Agreement and solely for the benefit of Graymark and Foundation Healthcare Affiliates as of specific dates, may be subjec |
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| August 15, 2012 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement File No. |
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| August 14, 2012 |
EX-99.1 Exhibit 99.1 Graymark Healthcare Reports Second Quarter 2012 Financial Results Company to Host Conference Call Today to Discuss Results and Foundation Healthcare Definitive Purchase Agreement OKLAHOMA CITY, OK – August 14, 2012–Graymark Healthcare, Inc. (NASDAQ: GRMH), the nation’s second largest provider of diagnostic sleep services and an innovator in comprehensive care for obstructive s |
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| August 14, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K 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 14, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 13, 2012 |
Graymark Healthcare and Foundation Healthcare Sign Definitive Purchase Agreement EX-99.1 Exhibit 99.1 Graymark Healthcare and Foundation Healthcare Sign Definitive Purchase Agreement • Creates highly-scalable surgically-focused facility and sleep center platform • Expected to be net income positive in 4th quarter of 2012 • Foundation Healthcare Affiliates to receive Graymark Healthcare shares OKLAHOMA CITY, OK—(Marketwire – August 13, 2012)—Graymark Healthcare, Inc. and Founda |
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| August 13, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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 13, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Com |
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| August 13, 2012 |
Graymark Healthcare and Foundation Healthcare Sign Definitive Purchase Agreement Exhibit 99.1 Graymark Healthcare and Foundation Healthcare Sign Definitive Purchase Agreement • Creates highly-scalable surgically-focused facility and sleep center platform • Expected to be net income positive in 4th quarter of 2012 • Foundation Healthcare Affiliates to receive Graymark Healthcare shares OKLAHOMA CITY, OK—(Marketwire – August 13, 2012)—Graymark Healthcare, Inc. and Foundation Hea |
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| August 13, 2012 |
DEFA14A 1 d397306d8k.htm FORM 8-K 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 13, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdicti |
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| June 22, 2012 |
FORM 8-K 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 19, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commi |
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| May 30, 2012 |
POS AM As filed with the Securities and Exchange Commission on May 30, 2012 Registration No. |
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| May 30, 2012 |
FORM S-8 As filed with the Securities and Exchange Commission on May 30, 2012 Registration No. |
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| May 18, 2012 |
Form 8-K 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): May 14, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commis |
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| May 15, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 15, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 15, 2012 |
Graymark Healthcare Reports First Quarter 2012 Financial Results Exhibit 99.1 Graymark Healthcare Reports First Quarter 2012 Financial Results OKLAHOMA CITY, OK – May 15, 2012 – Graymark Healthcare, Inc. (NASDAQ: GRMH), the nation’s second largest provider of diagnostic sleep services and an innovator in comprehensive care for obstructive sleep apnea (OSA), reported financial results for the first quarter ended March 31, 2012. First Quarter 2012 Overview Net Re |
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| April 18, 2012 |
DEF 14A 1 d336575ddef14a.htm DEF 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ |
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| March 30, 2012 |
NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2011 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition R |
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| March 29, 2012 |
Graymark Healthcare Reports Full Year 2011 Financial Results Press Release Exhibit 99.1 Graymark Healthcare Reports Full Year 2011 Financial Results OKLAHOMA CITY, OK – March 29, 2012–Graymark Healthcare, Inc. (NASDAQ: GRMH), the nation’s second largest provider of diagnostic sleep services and an innovator in comprehensive care for obstructive sleep apnea (OSA), reported financial results for the full year ended December 31, 2011. 2011 vs. 2010 Overview Di |
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| March 29, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): March 29, 2012 Graymark Healthcare, Inc. (Exact name of registrant as specified in charter) Oklahoma 001-34171 20-0180812 (State or Other Jurisdiction of Incorporation) (Comm |
