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): October 31, 2023
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Tabula Rasa HealthCare, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-37888
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46-5726437
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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228 Strawbridge Drive, Suite 100, Moorestown, New Jersey
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08057
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (866) 648-2767
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Not Applicable
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Former name or former address, if changed since last report
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.0001 per share
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TRHC
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The Nasdaq Stock Market
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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 5.07 |
Submission of Matters to a Vote of Security Holders.
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As previously disclosed, on August 5, 2023, Tabula Rasa HealthCare, Inc. (“TRHC” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Locke Buyer,
LLC, a Delaware limited liability company (“Parent”), and Locke Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, on the terms and conditions set forth therein and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into the Company with
the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). On October 31, 2023, the Company held a virtual special meeting of its stockholders
(the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement filed with the Securities and Exchange Commission on September 29, 2023, which
was first mailed to the Company’s stockholders on September 29, 2023.
As of the close of business on September 28, 2023, the record date for the Special Meeting, there were 27,050,829 shares of common stock, par value $0.0001 per share, of
the Company (“Company Common Stock”) outstanding and entitled to vote at the Special Meeting. 19,274,206 shares of Company Common Stock, representing approximately 71.25% of
all of the issued and outstanding Company Common Stock entitled to vote, were represented at the Special Meeting. The tables below detail the final voting results for each proposal:
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The proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”). The Company’s stockholders
approved the Merger Agreement Proposal as follows:
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For
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Against
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Abstained
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Broker Non-Votes
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19,191,253
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79,461
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3,492
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0
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The proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the
consummation of the Merger (the “Advisory Compensation Proposal”). The Company’s stockholders approved, on an advisory (non-binding) basis, the Advisory Compensation
Proposal as follows:
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For
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Against
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Abstained
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Broker Non-Votes
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13,895,611
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4,550,799
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827,796
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0
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In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting for the purpose of soliciting additional
proxies if there were not sufficient votes at the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”). As there were sufficient votes at
the time of the Special Meeting to approve the Merger Agreement Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.
On October 31, 2023, the Company issued a press release announcing the results of the above mentioned stockholder vote at the Special Meeting. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description of Exhibit
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Press Release, dated October 31, 2023
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 hereunto duly authorized.
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TABULA RASA HEALTHCARE, INC.
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By:
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/s/ Brian W. Adams
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Name:
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Brian W. Adams
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Title:
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President and Chief Executive Officer
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Date: October 31, 2023
Exhibit 99.1
Tabula Rasa HealthCare Stockholders Approve Acquisition by Nautic Partners
MOORESTOWN, N.J., (DATE) - Tabula Rasa HealthCare, Inc.® (“TRHC” or the “Company”)
(NASDAQ: TRHC), a leading healthcare company advancing personalized, comprehensive care for value-based organizations, today announced that its stockholders approved the previously announced acquisition by
Nautic Partners (“Nautic”), following which TRHC is expected to combine with ExactCare Pharmacy, a portfolio company of Nautic. The proposal to adopt the merger agreement was approved at a virtual special meeting of the Company’s stockholders held
today with approximately 99.6% of the votes cast in favor of the proposal, which represented approximately 70.9% of the outstanding shares
of Company common stock.
"We are happy to have the strong support of Tabula Rasa’s stockholders who recognize the value of bringing us together with Nautic’s ExactCare portfolio company to advance
our ability to partner with risk-bearing healthcare organizations serving those with complex care needs,” said Brian Adams, President and CEO of TRHC. "This combination will extend our reach and position us to take advantage of existing and emerging
opportunities within and adjacent to our core PACE market."
The Company expects to complete the transaction during the fourth quarter of 2023, subject to customary closing conditions.
Upon closing, Tabula Rasa will become a privately held company and shares of TRHC common stock will no longer be listed on the Nasdaq stock exchange.
About Tabula Rasa HealthCare
Tabula Rasa HealthCare (TRHC) (NASDAQ: TRHC) enables simplified and individualized care that improves the
health of those we serve. We offer comprehensive pharmacy services that include personalized, precision medication management and delivery as well as a suite of clinical and business management tools that help health plans and at-risk provider
groups maximize revenue, optimize utilization and improve patient health. For more information, visit tabularasahealthcare.com.
About ExactCare
ExactCare, a national medication management and pharmacy care provider, delivers solutions to help people with complex, chronic medical needs overcome medication-related
and chronic care challenges. Founded in 2009, the company enables better health for patients and better clinical, quality and economic outcomes for the healthcare organizations that care for them—including payers, home health organizations, primary
care practices and other providers. ExactCare provides comprehensive long-term pharmacy care to patients in assisted and independent living facilities, through transitions of care, and in their homes—with a focus on improving patient adherence to
prescribed medications and enabling safer, more effective medication regimens. ExactCare also provides a number of value-based solutions, including HEDIS Gap Closure Assistance and Medication Therapy Management (MTM) Programs. For more information,
visit exactcare.com.
About Nautic Partners
Nautic Partners is a Providence, Rhode Island-based middle-market private equity firm that focuses our expertise and market knowledge on three sectors: Healthcare,
Industrials and Services. Nautic has completed 155 platform transactions throughout our 37-year history. In pursing our thematic and proactive investment strategy, we seek to partner with executives and management teams in an effort to accelerate the
growth trajectory of our portfolio companies via acquisitions, targeted operating initiatives, and increased management team depth. For more information, please visit www.nautic.com.
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TRHC Media Contact
Anthony Mirenda
amirenda@trhc.com
908-380-2143
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TRHC Investors
Frank Sparacino
fsparacino@trhc.com
866.648.2767
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Forward-Looking Statements
This communication contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect,
could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not
limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “will,” “plan,” “project,” “seek,” “should,” “target,” “would,” and similar expressions or variations intended to identify
forward-looking statements.
These statements are based on the beliefs and assumptions of TRHC’s management based on information currently available to management. Such forward-looking statements
are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include but are not limited to the following: (i) the risk that the proposed transaction may not be completed
in a timely manner or at all; (ii) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any
applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction
agreement relating to the proposed transaction, including in circumstances which would require TRHC to pay a termination fee; (iv) the effect of the announcement or pendency of the proposed transaction on TRHC ability to attract, motivate or retain
key executives and employees, its ability to maintain relationships with its customers, vendors, service providers and others with whom it does business, or its operating results and business generally; (v) risks related to the proposed transaction
diverting management’s attention from TRHC’s ongoing business operations; (vi) the risk of stockholder litigation in connection with the proposed transaction, including resulting expense or delay; and (vii) (A) any other risks discussed in Part I,
Item 1A, “Risk Factors” in the TRHC’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and (B) other risk factors identified from time to time in other filings with the SEC. Filings with the SEC are available on the
SEC’s website at http://www.sec.gov.
Actual results could differ materially from those anticipated in the forward-looking statements. TRHC disclaims any obligation to update publicly any forward-looking
statements, whether in response to new information, future events or otherwise, except as required by applicable law.
www.TRHC.com | 1-866-648-2767 | 228 Strawbridge Drive, Suite 100, Moorestown, NJ 08057
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