Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. OnFebruary 17, 2022 , Castlight (i) notifiedThe New York Stock Exchange (the "NYSE") of the consummation of the Merger and (ii) requested that the NYSE (x) suspend trading of the Shares and (y) file with theSEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Castlight intends to file with theSEC a certification on Form 15 under the Exchange Act, requesting the suspension of Castlight's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.
Item 3.03 Material Modification to Rights of Security Holders.
The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
As a result of Purchaser's acceptance for payment of all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL, a change in control of Castlight occurred and Castlight is now a wholly owned subsidiary of Vera.
The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, as of the Effective Time,Maeve O'Meara ,Bryan Roberts , Ph.D.,Seth Cohen ,Michael Eberhard ,David Ebersman ,Ed Park ,David B. Singer ,Kenny Van Zant andJudith K. Verhave each resigned from his or her respective position as a member of the Castlight Board of Directors, and any committee thereof. These resignations were not a result of any disagreement between Castlight and the directors on any matter relating to Castlight's operations, policies or practices. Following the Merger and pursuant to the Merger Agreement, as of the Effective Time, the directors of Purchaser immediately prior to the Effective Time became the directors of theSurviving Corporation and the officers of Castlight immediately prior to the Effective Time became the officers of theSurviving Corporation . The sole director of Purchaser immediately prior to the Effective Time wasRyan Schmid . The officers of Castlight immediately prior to the Effective Time wereMaeve O'Meara ,Will Bondurant andEric Chan . Information regarding the new director has been previously disclosed in Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Vera and Purchaser onJanuary 19, 2022 .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, Castlight's certificate of incorporation was amended and restated in its entirety. A copy of Castlight's Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, Castlight's bylaws were amended and restated in their entirety. A copy of Castlight's Amended and Restated Bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
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OnFebruary 17, 2022 , Parent issued a press release announcing the closing of the transactions contemplated by the Merger Agreement. A copy of this press release is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger by and amongVera Whole Health, Inc. ,Carbon Merger Sub, Inc. , andCastlight Health ,
Inc., Inc., dated January
3, 2022 (incorporated by reference to Exhibit
2.1 to the Form 8-K filed by
Castlight with theSEC onJanuary 5, 2022 ). 3.1 Amended and Restated Certificate of
Incorporation of
Inc. 3.2 Amended and Restated Bylaws ofCastlight Health, Inc. 99.1 Press Release, datedFebruary 17, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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