SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2021
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
|(Commission File Number)|
1201 Third Avenue, Suite 1700
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s Telephone Number, Including Area Code)
(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 Instructions 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, $0.0001 par value 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|
Registration Rights Agreement
On June 9, 2021, in connection with the closing of the previously announced acquisition of PlushCare, Inc., a Delaware corporation (“Target”), Accolade, Inc. (the “Company”) entered into a registration rights agreement with certain of Target’s existing securityholders (the “Registration Rights Agreement”).
Pursuant to the Registration Rights Agreement, the Company has agreed to prepare and file under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement registering shares of the Company’s common stock that it has issued or will issue to existing Target securityholders pursuant to such acquisition (the “Target Shares”). The Company has agreed to file such registration statement no later than July 9, 2021.
The foregoing summary of the Registration Rights Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement that is filed as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
See the disclosure under Item 8.01 of this Current Report on Form 8-K. The Company issued the shares of common stock in reliance on the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Securities Act”) and Regulation D under the Securities Act. Accordingly, the offer and sale of the shares pursuant to the Merger Agreement (as defined below) have not been registered under the Securities Act, and such shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
|Item 8.01||Other Events|
On June 9, 2021, the Company, through its wholly owned subsidiary Panda Merger Sub, Inc., a Delaware corporation (“Merger Sub”), consummated the previously announced acquisition of the Target pursuant to the Agreement and Plan of Merger dated April 22, 2021, as amended (the “Merger Agreement”). Under the Merger Agreement, Merger Sub merged with and into Target, with Target continuing as the surviving company and becoming a wholly owned subsidiary (the “Merger”) of the Company.
The Company paid aggregate consideration on the closing of the Merger of $40 million in cash, reflecting the previously announced cash component of the purchase consideration ($450 million), as adjusted for, among other things, estimated working capital, transaction expenses, cash and indebtedness in the business as of June 9, 2021, and 7,144,393 shares of the Company’s common stock to existing Target securityholders. A portion of the aggregate cash consideration is held in escrow to secure indemnification obligations of Target’s securityholders. The Company has committed to issue up to an additional 1,429,556 shares of its common stock and up to approximately $2M in cash upon the achievement of defined revenue milestones following the closing. Any former interest holders of Target that are not accredited investors will receive cash in lieu of any shares of the Company’s common stock that would have otherwise been issuable to such holder.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits.|
|Exhibit Number||Exhibit Description|
|2.1*||Agreement and Plan of Merger, dated April 22, 2021, by and among Accolade, Inc., Panda Merger Sub, Inc., PlushCare, Inc., and Fortis Advisors LLC, as stockholder representative, as amended|
|4.1||Registration Rights Agreement, dated June 9, 2021, by and between Accolade, Inc. and the holders listed on the Schedule of Holders thereto|
|104||The cover page of this Current Report on Form 8-K, formatted in inline XBRL|
We have omitted schedules and similar attachments to the subject agreement pursuant to Item 601 of Regulation S-K. We will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
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.
|Dated: June 10, 2021|
|By:||/s/ Rajeev Singh|
|Chief Executive Officer|