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 26, 2021
Accolade, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39348 | 01-0969591 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1201 Third Avenue, Suite 1700
Seattle, WA 98101
(Address of Principal Executive Offices and Zip Code)
(206) 926-8100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | ACCD | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry Into a Material Definitive Agreement. |
On May 26, 2021, Accolade, Inc. (the “Company”) entered into a Sixth Amendment to Credit Agreement (the “Sixth Amendment”) to its existing Credit Agreement, dated as of July 19, 2019 (as amended on August 21, 2020, September 11, 2020, November 6, 2020, March 2, 2021, and March 23, 2021, the “Credit Agreement”), with (a) Comerica Bank in its capacity as administrative agent and lender, and (b) Western Alliance Bank as a lender. Pursuant to the Sixth Amendment, the parties agreed to, among other things, (i) amend the definition of Eligible Monthly Recurring Revenue (as defined in the Credit Agreement), (ii) approve the PlushCare Acquisition (as defined in the Credit Agreement) and (iii) modify the reporting covenants.
The foregoing description of the material terms of the Sixth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Sixth Amendment that is filed as an exhibit to this Current Report on Form 8-K, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | ||||
| Number | Exhibit Description | |||
| 10.1+ | Sixth Amendment to Credit Agreement, dated May 26, 2021, by and among the Company, Comerica Bank and Western Alliance Bank | |||
| 104 | The cover page of this Current Report on Form 8-K, formatted in inline XBRL | |||
+ Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Accolade, Inc. | ||
| Dated: June 1, 2021 | ||
| By: | /s/Stephen Barnes | |
| Stephen Barnes | ||
| Chief Financial Officer | ||