TABULA RASA HEALTHCARE,INC (NASDAQ:TRHC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On March5, 2019, Tabula Rasa HealthCare,Inc., a Delaware corporation (“TRHC”), and TRHC PW Acquisition, LLC, a Nevada limited liability company and a wholly-owned subsidiary of TRHC (“Merger Sub”), entered into, and consummated the transactions contemplated by, a Merger Agreement (the “Merger Agreement”), by and among TRHC, Merger Sub, Prescribe Wellness, LLC, a Nevada limited liability company (“Prescribe Wellness”) and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative. Under the terms of the Merger Agreement, Merger Sub merged with and into Prescribe Wellness, with Prescribe Wellness surviving as a wholly-owned subsidiary of TRHC (the “Merger”). Capitalized terms used herein and not otherwise defined have the meaning set forth in the Merger Agreement.

At the closing of the Merger, TRHC paid $150 million in cash consideration, subject to adjustments set forth in the Merger Agreement (the “Closing Consideration”). A portion of the Closing Consideration is being held in escrow to secure potential claims by TRHC for indemnification under the Merger Agreement and in respect of adjustments to the Closing Consideration under the Merger Agreement.

At the effective time of the Merger, all issued and outstanding Units of Prescribe Wellness were cancelled, except for the right of each holder of Units to receive a portion of the Closing Consideration and additional payments subject to the terms and conditions of the Merger Agreement, and in each case in accordance with Prescribe Wellness’ Distribution Waterfall. At the effective time of the Merger, all Options to purchase Units of Prescribe Wellness were cancelled, except for the right of each holder of Options to receive a portion of the Closing Consideration in accordance with Prescribe Wellness’ Distribution Waterfall.

The Merger Agreement contains representations, warranties and covenants that are customary for a transaction of this nature, including provisions that require the holders of Units of Prescribe Wellness to indemnify TRHC for certain losses that TRHC incurs, including as a result of a breach by Prescribe Wellness of its representations, warranties or covenants under the Merger Agreement. TRHC obtained a buyer-side representations and warranties insurance policy in connection with the Merger Agreement. The sole recourse for TRHC’s damages for breaches of representations, warranties and covenants, subject to certain limited exceptions, will be limited to recovery from certain escrowed funds and under the representations and warranties insurance policy.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit2.1 to this Current Report on Form8-K and incorporated herein by reference. The representations, warranties and covenants of the parties contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i)have been made only for purposes of the Merger Agreement, (ii)have been qualified by confidential disclosures made by Prescribe Wellness to TRHC in connection with the Merger Agreement, (iii)are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv)were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v)have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this report only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses. Investors should not rely on the representations, warranties or covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates.

Item 1.01 Completion of Acquisition or Disposition of Assets

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 1.01.

The financial statements of Prescribe Wellness and the pro forma financial information of TRHC required under Item 1.01 of this report will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form8-K is required to be filed.

Item 1.01 Regulation FD Disclosure

On March5, 2019, TRHC issued a press release announcing the completion of the Merger. TRHC also posted an investor presentation discussing Prescribe Wellness and the Merger on the Investors section of its website at www.TRHC.com. Copies of the press release and investor presentation are attached hereto as Exhibit99.1 and Exhibit99.2, respectively, and are incorporated by reference herein.