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): November 10, 2021
Definitive Healthcare Corp.
(Exact name of registrant as specified in its charter)
Commission file number 1-40815
| Delaware | 86-3988281 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
550 Cochituate Rd
Framingham, MA 01701
(Address of principal executive offices)
(508) 720-4224
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:
| ☐ | 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 | Name of Each Exchange | ||
| Class A Common Stock, $0.001 par value | DH | 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 ☒
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 November 10, 2021, Definitive Healthcare Corp. (the “Company”) entered into a Stock and Unit Purchase Agreement (the “Purchase Agreement”) with certain selling securityholders named therein (each such securityholder a “Seller” and collectively, the “Sellers”).
Pursuant to the Purchase Agreement, the Company has agreed to purchase from the Sellers, in a private, non-underwritten transaction, a portion of the shares of Class A Common Stock $0.001 par value, per share and/or limited liability company units of AIDH TopCo, LLC, as applicable, held by the Sellers at the price and subject to the terms and conditions set forth in the Purchase Agreement.
The description of the Purchase Agreement contained herein is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Stock and Unit Purchase Agreement, dated November 10, 2021 by and among Definitive Healthcare Corp. and the selling securityholders named therein (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement filed with the SEC on November 15, 2021). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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 thereunto duly authorized.
| DEFINITIVE HEALTHCARE CORP. | ||
| By: | /s/ David Samuels | |
| Name: | David Samuels | |
| Title: | Chief Legal Officer | |
Date: November 15, 2021