CASTLIGHT HEALTH, INC. (NYSE:CSLT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement (the Securities Purchase Agreement)
with SAP Technologies, Inc. (SAP) to which it sold and issued to
SAP approximately 4.7 million shares (Shares) of its Class B
Common Stock and a warrant (Warrant) to purchase up to
approximately 1.9 million shares of its Class B Common Stock.
modify the conditions to the vesting of the Warrant. The
amendment is attached to this current report on Form 8-K as
Exhibit 99.2 and is incorporated herein by reference. Under the
initial terms of the Warrant, it would expire upon the earlier of
(i) four years from the date the Company enters into certain
business alliance agreements with SAP, and (ii) May 17, 2017 if
such agreements are not entered into by such date. Under the
amendment, the Warrant now expires upon the earlier of (i) four
years from the date the Company and SAP enter into a Solution
Extension Reseller Agreement (the Alliance Agreement), which, if
entered into, would focus on the resale of mutually agreed upon
Company product by SAP or any of its affiliates, and (ii)
November 17, 2017 if such agreement is not entered into by such
date. The exercise price of the Warrant remains at $4.91 per
share, but it will not become execrable until the Alliance
Agreement is signed.
its results for the three months ended March 31, 2017. The press
release is attached to this current report on Form 8-K as Exhibit
99.1 and is incorporated herein by reference.
Current Report on Form 8-K, shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as
amended. The information contained in this Item 2.02 and in the
accompanying Exhibit 99.1 shall not be incorporated by reference
into any registration statement or other document filed by
Castlight Health, Inc. with the Securities and Exchange
Commission, whether made before or after the date of this Current
Report on Form 8-K, regardless of any general incorporation
language in such filing (or any reference to this Current Report
on Form 8-K generally), except as shall be expressly set forth by
specific reference in such filing.
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Exhibit
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Description
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99.1
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Press Release, dated April 26, 2017, entitled Castlight
Health Announces First Quarter 2017 Results |
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99.2
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Amendment No. 1 to Warrant made and entered into as of
April 24, 2017, by and among SAP Technologies, Inc. and Castlight Health, Inc. |
About CASTLIGHT HEALTH, INC. (NYSE:CSLT)
Castlight Health, Inc. offers a health benefits platform that engages employees to make healthcare decisions, and enables employers to communicate and measure their benefit programs. The Company operates through cloud-based products segment. Its products deliver employee engagement and enable employers to integrate benefit programs into a single platform available to employees and their families. Its health benefits platform engages external data and its substantial user base to provide a single, end-to-end solution that integrates benefit programs and engages employees through personalized and relevant communications. Its offering provides employers the opportunity to communicate, measure, and get value out of their benefits and programs on a real-time basis. It obtains external data from a range of sources, such as healthcare providers, governmental agencies and quality-monitoring organizations, as well as internal data it generates from the usage of its products. CASTLIGHT HEALTH, INC. (NYSE:CSLT) Recent Trading Information
CASTLIGHT HEALTH, INC. (NYSE:CSLT) closed its last trading session up +0.05 at 4.15 with 341,251 shares trading hands.