Item 8.01. Other Events.

On January 5, 2021, AdaptHealth Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with a stockholder of the Company (the "Selling Stockholder"), and Deutsche Bank Securities Inc. and Jefferies LLC, as representatives of the several underwriters named therein (the "Underwriters"). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth therein, an aggregate of 7,250,000 shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), and the Selling Stockholder agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth therein, an additional 750,000 shares of the Company's Class A Common Stock. The Company also granted the Underwriters an option to purchase up to an additional 1,200,000 shares of the Class A Common Stock from the Company, which was exercised in full, resulting in a total of 8,450,000 new shares of Class A Common Stock issued by the Company.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholder, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The offering was made pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-251452), including the prospectus dated December 30, 2020 as supplemented by the prospectus supplement dated January 5, 2021.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The above description is qualified in its entirety by reference to such exhibit.

A copy of the opinion of Willkie Farr & Gallagher LLP relating to the legality of the issuance and sale of the Class A Common Stock is attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.





 (d) Exhibits




  1.1      Underwriting Agreement, dated as of January 5, 2021, by and among the
         Company, the Selling Stockholder, and Deutsche Bank Securities Inc. and
         Jefferies LLC, as representatives of the several underwriters named
         therein

  5.1      Opinion of Willkie Farr & Gallagher LLP

  23.1     Consent of Willkie Farr & Gallagher LLP

104      The cover page from this Current Report on Form 8-K, formatted in Inline
         XBRL




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