NantHealth, Inc. (NASDAQ:NH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On August3, 2017, NantHealth, Inc. (the “Company”) entered into an asset purchase agreement (the “APA”) with Allscripts Healthcare Solutions, Inc. (“Allscripts”), to which the Company agreed to sell to Allscripts substantially all of the assets of the Company’s provider/patient engagement solutions business, including the Company’s FusionFX solution and components of its NantOS software connectivity solutions (the “Business”). Allscripts will convey to the Company 15,000,000 shares of Company common stock (par value $0.0001 per share) currently owned by Allscripts as consideration for the acquired Business. The purchase price is subject to a working capital adjustment and the Company is responsible for fulfilling certain deferred revenue obligations of the Business post-closing.
The APA also contemplates that: (a)the Company and Allscripts will modify the amended and restated mutual license and reseller agreement dated June26, 2015, as amended, such that, among other things, the Company will deliver a minimum dollar amount of total bookings over a ten year period; (b)each of the Company and Allscripts will license certain intellectual property to the other party to a cross license agreement; (c)the Company will provide certain transition services to Allscripts to a transition services agreement; and (d)the Company will license certain software and sell certain hardware to Allscripts to a software license and supply agreement.
The consummation of the transactions contemplated by the APA is subject to customary closing conditions, which may be waived by the applicable parties, including, subject to certain materiality exceptions, the accuracy of each party’s representations and warranties and each party’s compliance with its obligations and covenants under the APA. The transactions contemplated by the APA do not require the approval of either party’s shareholders. Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions contained in the APA, the transaction is expected to close in the third quarter of 2017.
The APA contains representations, warranties, and indemnification provisions of the parties customary for transactions of this type. Until the consummation of the transactions contemplated by the APA, the Company has agreed, subject to certain exceptions, to conduct the Business in the ordinary course.
The APA contains certain termination rights for Allscripts and the Company, in certain circumstances, including: (a)by mutual written agreement of the parties; (b)by either party if the transaction is not consummated on or before August31, 2017 (which may be extended by either party by up to 45 days so long as the party seeking to extend such date is not in breach), provided that at such time the party seeking to terminate is not in material breach of its obligations under the APA; or (c)by either party for certain breaches of the APA that are not cured.
The foregoing description of the APA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the APA.
This current report on Form 8-K contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934 that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected.
About NantHealth, Inc. (NASDAQ:NH)
NantHealth, Inc. is a healthcare cloud-based information technology (IT) company. The Company is engaged in converging science and technology through a single integrated clinical platform, to provide actionable health information at the point of care. The Company offers the Genomic Proteomic Spectrometry (GPS) Cancer test, a molecular test and decision support solution that measures the proteins present in the patient’s tumor tissue, combined with whole genomic and transcriptomic sequencing of tumor and normal samples. The Company also offers Nant Operating System (NantOS) and NantOS applications to healthcare providers and payors, self-insured employers and biopharmaceutical companies. It offers CLINICS, an integrated solution that includes GPS Cancer, NantOS and the NantOS applications. The CLINICS solution includes System Infrastructure, Knowledge Platform, Provider Platform and Payor Platform.