Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated financial statements of Summit Health-CityMD as of and for the year ended December 31, 2021 are filed as Exhibit 99.1 to this Amended 8-K and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Summit Health-CityMD as of and for the nine months ended September 30, 2022 are filed as Exhibit 99.2 to this Amended 8-K and are incorporated herein by reference.

(b) Pro Forma Financial Information

The following unaudited pro forma condensed combined financial information of the Company and Summit Health-CityMD, which reflect the acquisition of Summit Health-CityMD by VillageMD, are filed as Exhibit 99.3 to this Amended 8-K and are incorporated herein by reference:



         •   Unaudited Pro Forma Condensed Combined Balance Sheet as of
             November 30, 2022;



         •   Unaudited Pro Forma Condensed Combined Statement of Earnings for the
             year ended August 31, 2022;



         •   Unaudited Pro Forma Condensed Combined Statement of Earnings for the
             three months ended November 30, 2022; and



  •   Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

The unaudited pro forma condensed combined financial information included in this Amended 8-K has been presented for informational and illustrative purposes only. It does not purport to represent the actual results of operations that the Company and Summit Health-CityMD would have achieved had the businesses been combined during the periods presented in the unaudited pro forma condensed combined financial information and is not intended to project the future results of operations that the combined businesses may achieve after the Summit Health-CityMD Acquisition was consummated.

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(c) Exhibits



Exhibit
Number                                    Description

23.1           Consent of PricewaterhouseCoopers LLP, independent auditor of Summit
             Health-CityMD.

99.1           Summit Health-CityMD Audited Consolidated Financial Statements as of
             December 31, 2021 and for the year ended December 31, 2021.

99.2           Summit Health-CityMD Unaudited Condensed Consolidated Financial
             Statements as of and for the nine months ended September 30, 2022.

99.3           Unaudited Pro Forma Condensed Combined Financial Information
             consisting of the Unaudited Pro Forma Condensed Combined Balance Sheet
             as of November 30, 2022, the Unaudited Pro Forma Condensed Combined
             Statement of Earnings for the year ended August 31, 2022 and the
             Unaudited Pro Forma Condensed Combined Statement of Earnings for the
             three months ended November 30, 2022.

104          Cover Page Interactive Data File (formatted as inline XBRL)

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