Item 8.01 Other Events.

On December5, 2017, Tabula Rasa HealthCare,Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with each of the stockholders of the Company named therein (the “Selling Stockholders”), and Piper Jaffray& Co. and Citigroup Global Markets Inc., acting as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the underwritten public offering (the “Offering”) of (i)1,350,000 shares (the “Company Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) by the Company and (ii)1,650,000 shares of Common Stock by the Selling Stockholders (the “Selling Stockholder Shares” and, together with the Company Shares, the “Shares”). The price to the public is $27.50 per Share, and the Underwriters have agreed to purchase the Shares from the Company and the Selling Stockholders to the Underwriting Agreement at a price of $25.85 per Share. to the Underwriting Agreement, certain of the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 450,000 shares of the Common Stock on the same terms. The net proceeds from the sale of the Company Shares, after deducting the Underwriters’ discount and other offering expenses payable by the Company, are expected to be approximately $34.6 million. The Company will not receive any of the proceeds from the sale of the Selling Stockholder Shares by the Selling Stockholders (including any shares sold by the Selling Stockholders to the Underwriters’ option to purchase additional shares from the Selling Stockholders).

The Offering is being conducted to the Company’s shelf registration statement on FormS-3 (File No.333-220965) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and declared effective on October23, 2017. A prospectus supplement, dated December5, 2017, relating to the Offering has been filed with the SEC. The closing of the Offering is expected to occur on or about December8, 2017, subject to customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company and the Selling Stockholders, as well as customary indemnification obligations of the Company, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

The Underwriting Agreement has been filed as an exhibit hereto. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit1.1 to this report and is incorporated herein by reference.

A copy of the legal opinion and consent of Morgan, Lewis& Bockius LLP, counsel to the Company, with respect to the legality of the issuance and sale of Shares in the Offering is filed as Exhibit5.1 to this report.

Tabula Rasa HealthCare, Inc. Exhibit
EX-1.1 2 a17-27908_3ex1d1.htm EX-1.1 Exhibit 1.1   [Execution Copy]       Tabula Rasa Healthcare,…
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Tabula Rasa HealthCare, Inc. (Tabula Rasa), formerly CareKinesis, Inc., is a provider of patient-specific, data-driven technology and solutions that enable healthcare organizations to optimize medication regimens to improve patient outcomes, reduce hospitalizations and manage risk. The Company delivers its solutions through a suite of technology-enabled products and services for medication risk management, which includes bundled prescription fulfillment and adherence packaging services for client populations with complex prescription needs. It also provides risk adjustment services, which help its clients to properly characterize a patient’s acuity, or severity of health condition, and optimize the associated payments for care. The Company serves approximately 100 healthcare organizations that focus on populations with complex healthcare needs and extensive medication requirements. Its products and services are built around the Medication Risk Mitigation Matrix, or MRM Matrix.

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