Item 1.01. Entry into a Material Definitive Agreement.




Asset Purchase Agreement
On January 13, 2020, NantHealth, Inc., a Delaware corporation (the "Company"),
entered into an asset purchase agreement (the "Purchase Agreement") with Masimo
Corporation ("Masimo"), VCCB Holdings, Inc., a wholly owned subsidiary of Masimo
(collectively with Masimo, the "Purchaser"), and, solely with respect to certain
provisions of the Purchase Agreement, NantWorks, LLC ("NantWorks"), an affiliate
of the Company. Pursuant to the Purchase Agreement, the Company has agreed to
sell to the Purchaser certain of its assets related to its "Connected Care"
business, including the products known as DeviceConX, VitalsConX, HBox and
Shuttle Cable (collectively, the "Connected Care Business").
Under the terms of the Purchase Agreement, in exchange for assets primarily
related to the Connected Care Business, at the Closing (as defined in the
Purchase Agreement), the Purchaser will pay a total of $47.25 million in cash,
subject to certain purchase price adjustments, and assume certain liabilities of
the Connected Care Business.
Of the cash consideration paid at the Closing, $237,500 will be held in escrow
as partial security for the Company's indemnification obligations. The funds in
escrow will be released, if not used to satisfy indemnification obligations,
thirteen months after the date of the Closing (the "Closing Date").
The Purchase Agreement includes customary representations, warranties and
covenants of each of the Company, NantWorks and the Purchaser, and customary
closing conditions.
Between the date of the Purchase Agreement and the Closing, the Company will
conduct the Connected Care Business in the ordinary course of business and
consistent with past practice, and the Purchaser's approval will be required to
undertake certain actions.
The Company and NantWorks have agreed that none of the Company, its
subsidiaries, Patrick Soon-Shiong, the Company's chairman and chief executive
officer, or persons and entities controlled by Patrick Soon-Shiong will, for a
period beginning on the Closing Date and ending on the four-year anniversary of
the Closing Date, market, offer to sell, or sell any medical device data system
that is competitive with the products of the Connected Care Business being sold
to the Purchaser, or solicit or induce any individual employed by the Purchaser
who was an employee of the Company or any of its subsidiaries immediately prior
to the Closing to leave such employment.
Under the terms of the Purchase Agreement, the Company has agreed to indemnify
the Purchaser and its affiliates against certain liabilities and the Purchaser
has agreed to indemnify the Company and its affiliates against certain
liabilities, in each case subject to certain customary limitations.
The foregoing description of the Purchase Agreement does not purport to be
complete and is subject to, and qualified in its entirety, by the full text of
the Purchase Agreement, a copy of which the Company intends to file as an
exhibit to the Company's Annual Report on Form 10-K for the year ended December
31, 2019 (the "Form 10-K") and the terms of which are incorporated herein by
reference. Certain terms of the Purchase Agreement will be redacted for
confidentiality reasons. The Purchase Agreement is not intended to provide any
other factual information about the Company, NantWorks or the Purchaser. In
particular, the representations and warranties contained in the Purchase
Agreement were made only for the purposes of the Purchase Agreement as of
specific dates and were qualified by disclosures between the parties and a
contractual standard of materiality that is different from those generally
applicable to stockholders, among other limitations. The representations and
warranties were made for the purposes of allocating contractual risk between the
parties to the Purchase Agreement and should not be relied upon as a disclosure
of factual information relating to the Company, NantWorks or the Purchaser.

Item 8.01. Other Events.

On January 14, 2020, the Company and Masimo issued a joint press release announcing the signing of the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release.


--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits
Exhibit No. Description
  99.1        Press Release, dated January 14, 2020, announcing the signing of
            the Purchase Agreement.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses