| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On April 10, 2023 (the “Closing Date”), WW International, Inc., a Virginia corporation (the “Company”), completed its previously announced acquisition of Weekend Health, Inc., doing business as Sequence, a Delaware corporation (“Weekend Health”), subject to the terms and conditions set forth in the Agreement and Plan of Merger, dated as of March 4, 2023, by and among the Company, Well Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Weekend Health, and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Equityholders’ Representative (as defined therein) for Weekend Health (the “Merger Agreement”), pursuant to which Weekend Health continued as a wholly-owned subsidiary of the Company (the “Acquisition”).
As consideration for the Acquisition, the Company agreed to pay an aggregate amount equal to $132.0 million, subject to the adjustments set forth in the Merger Agreement (the “Merger Consideration”). Subject to the terms and conditions of the Merger Agreement, the Merger Consideration has been paid, or is payable, as follows: (i) approximately $64.2 million in cash (inclusive of approximately $25.8 million of cash on the balance sheet of Weekend Health) and approximately $34.7 million in the form of approximately 8.0 million newly issued shares of Company common stock (valued at $4.34 per share), in each case, paid on or payable following the Closing Date, (ii) $16.0 million in cash to be paid on April 10, 2024, and (iii) $16.0 million in cash to be paid on April 10, 2025, in each case, subject to the adjustments and deductions set forth in the Merger Agreement. In addition, the Company has obtained a standard representation and warranty insurance policy in connection with the Merger Agreement.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information under Item 2.01 of this Current Report on Form 8-K with respect to the portion of the Merger Consideration payable in shares of Company common stock pursuant to the Merger Agreement is incorporated herein by reference. Subject to the terms of the Merger Agreement, the shares of Company common stock issued, or to be issued, as consideration for the Acquisition were, or will be, issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D thereof, as a transaction by an issuer not involving any public offering.
| Item 7.01 | Regulation FD Disclosure. |
The information contained in Item 7.01 of this Current Report on Form 8-K, including the text of the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
A copy of the Company’s press release announcing the closing of the Acquisition is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired. The Company intends to file the financial statements required by Item 9.01(a) in an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.
(b) Pro forma financial information. The Company intends to file the pro forma financial information required by Item 9.01(b) in an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.
(d) Exhibits
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