UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 6, 2017
TABULA RASA HEALTHCARE, INC.
(Exact Name of Registrant Specified in Charter)
Delaware |
| 001-37888 |
| 46-5726437 |
228 Strawbridge Drive, Suite 100 |
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Moorestown, New Jersey |
| 08057 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (866) 648-2767
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. x
Explanatory Note
On September 7, 2017, Tabula Rasa HealthCare, Inc., a Delaware corporation (“TRHC”), filed a Current Report on Form 8-K (the “Prior 8-K”) to report that TRHC had completed its acquisition of Sinfonía HealthCare Corporation, a Delaware corporation (“Sinfonía”), on September 6, 2017, pursuant to the terms of the Agreement and Plan of Merger, by and among TRHC, TRCRD, Inc., a Delaware corporation and wholly-owned subsidiary of TRHC, TRSHC Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of TRHC, Sinfonía HealthCare Corporation, a Delaware corporation, Michael Deitch, Fletcher McCusker and Mr. Deitch in his capacity as the Stockholders’ Representative.
TRHC is filing this amendment to amend and restate Item 9.01 of the Prior 8-K in its entirety. Except for the foregoing, this amendment does not modify or update any other disclosure contained in the Prior 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The unaudited financial statements of the SinfoníaRx business, a business of Sinfonía HealthCare Corporation, as of June 30, 2017 and for the six month periods ended June 30, 2017 and 2016 filed herewith and attached hereto as Exhibit 99.3 are incorporated herein by reference.
The audited financial statements of the SinfoníaRx business, a business of Sinfonía HealthCare Corporation as of December 31, 2016 and 2015 and for each of the years ended December 31, 2016 and 2015 filed herewith and attached hereto as Exhibit 99.4 are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma combined financial statements of TRHC, as of and for the six month period ended June 30, 2017 and for the year ended December 31, 2016 filed herewith and attached hereto as Exhibit 99.5 are incorporated herein by reference.
(d) Exhibits.
Exhibit Number |
| Description |
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2.1* |
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10.1 |
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23.1 |
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99.1 |
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99.2 |
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99.3 |
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99.4 |
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99.5 |
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* The schedules and exhibits to the merger agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. Tabula Rasa HealthCare, Inc. agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TABULA RASA HEALTHCARE, INC. | |
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| By: | /s/ Dr. Calvin H. Knowlton |
|
| Dr. Calvin H. Knowlton |
|
| Chief Executive Officer |
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Dated: October 13, 2017 |
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