SEC Comment Letter for AdaptHealth Corp. (AHCO) (CIK 0001725255) (AHCO) — Feb 5, 2020
AdaptHealth Corp. (AHCO) (CIK 0001725255)
Date: Feb. 5, 2020 · CIK: 0001725255 · Accession: 0000000000-20-001146
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-236011
Letter
February 5, 2020 Christopher Joyce General Counsel AdaptHealth Corp. 220 West Germantown Pike, Suite 250 Plymouth Meeting, PA 19462 Re:AdaptHealth Corp. Registration Statement on Form S-3 Filed January 22, 2020 File No. 333-236011 Dear Mr. Joyce: We have limited our review of your registration statement to those issues we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to the comment, we may have additional comments. Registration Statement on Form S-3 General 1.We note that you are not eligible to conduct this offering on Form S-3 because you do not meet the conditions outlined in General Instruction I.A.3 or I.A.6 of Form S-3. In this regard, DFB Healthcare was the "acquired" company for financial reporting purposes in the business combination that closed on November 8, 2019 and the financial statements of AdaptHealth have not been included in materials required to be filed pursuant to Section 13, 14 and 15(d) for a period of at least twelve calendar months immediately preceding the filing of the registration statement on Form S-3. Accordingly, please register the offering on Form S-1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameChristopher Joyce Comapany NameAdaptHealth Corp. February 5, 2020 Page 2 FirstName LastName Christopher Joyce AdaptHealth Corp. February 5, 2020 Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Chris Edwards at (202) 551-6761 or Joe McCann at (202) 551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Danielle Scalzo
Show Raw Text
February 5, 2020
Christopher Joyce
General Counsel
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Registration Statement on Form S-3
Filed January 22, 2020
File No. 333-236011
Dear Mr. Joyce:
We have limited our review of your registration statement to those issues we have
addressed in our comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form S-3
General
1.We note that you are not eligible to conduct this offering on Form S-3 because you do not
meet the conditions outlined in General Instruction I.A.3 or I.A.6 of Form S-3. In this
regard, DFB Healthcare was the "acquired" company for financial reporting purposes in
the business combination that closed on November 8, 2019 and the financial statements of
AdaptHealth have not been included in materials required to be filed pursuant to Section
13, 14 and 15(d) for a period of at least twelve calendar months immediately preceding
the filing of the registration statement on Form S-3. Accordingly, please register the
offering on Form S-1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameChristopher Joyce
Comapany NameAdaptHealth Corp.
February 5, 2020 Page 2
FirstName LastName
Christopher Joyce
AdaptHealth Corp.
February 5, 2020
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Chris Edwards at (202) 551-6761 or Joe McCann at (202) 551-6262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Danielle Scalzo