Health Catalyst to Present at J.P. Morgan Healthcare Conference

Ticker: HCAT · Form: 8-K · Filed: Jan 13, 2025 · CIK: 1636422

Health Catalyst, Inc. 8-K Filing Summary
FieldDetail
CompanyHealth Catalyst, Inc. (HCAT)
Form Type8-K
Filed DateJan 13, 2025
Risk Levellow
Pages6
Reading Time7 min
Key Dollar Amounts$0.001, $86 m, $33.4 million, $41.5 million, $12.5 million
Sentimentneutral

Sentiment: neutral

Topics: conference-participation, management-update

TL;DR

Health Catalyst CEO Dan Burton speaking at J.P. Morgan conference Jan 10th.

AI Summary

On January 10, 2025, Health Catalyst, Inc. announced its participation in the J.P. Morgan Healthcare Conference. The company's CEO, Dan Burton, is scheduled to present at the conference, which is a significant event for the healthcare industry. This filing also notes other events and disclosures relevant to investors.

Why It Matters

Participation in major industry conferences like the J.P. Morgan Healthcare Conference provides Health Catalyst with a platform to share its strategy and updates with key investors and industry stakeholders.

Risk Assessment

Risk Level: low — This filing primarily reports on a company executive's participation in a standard industry conference, which typically carries low inherent risk.

Key Players & Entities

  • Health Catalyst, Inc. (company) — Registrant
  • Dan Burton (person) — CEO of Health Catalyst, Inc.
  • J.P. Morgan Healthcare Conference (company) — Event
  • January 10, 2025 (date) — Date of earliest event reported

FAQ

What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to report Health Catalyst, Inc.'s participation in the J.P. Morgan Healthcare Conference and to provide other required disclosures.

Who will be presenting on behalf of Health Catalyst, Inc. at the conference?

Dan Burton, the CEO of Health Catalyst, Inc., is scheduled to present at the J.P. Morgan Healthcare Conference.

On what date is the earliest event reported in this filing?

The earliest event reported in this filing occurred on January 10, 2025.

What is Health Catalyst, Inc.'s state of incorporation?

Health Catalyst, Inc. is incorporated in Delaware.

What is the business address of Health Catalyst, Inc.?

The business address of Health Catalyst, Inc. is 10897 South River Front Parkway, #300, South Jordan, UT 84095.

Filing Stats: 1,773 words · 7 min read · ~6 pages · Grade level 13.9 · Accepted 2025-01-13 08:54:12

Key Financial Figures

  • $0.001 — ich registered Common Stock, par value $0.001 per share HCAT The Nasdaq Global Select
  • $86 m — eive (i) consideration of approximately $86 million, net of cash on hand ("Closing Co
  • $33.4 million — ggregate consideration of approximately $33.4 million (the "Earn-Out") subject to the achieve
  • $41.5 million — ideration will consist of approximately $41.5 million of cash, net of cash on hand, and appro
  • $12.5 million — sulting in the payment of approximately $12.5 million in cash and approximately 2,699,121 sha
  • $7 — alued at the closing reference price of $7.734, which is equal to the average trad

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 10, 2025, Health Catalyst, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Traverse Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company ("MergerSub I"), Traverse Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company ("MergerSub II"), Upfront Healthcare, Inc., a Delaware corporation ("Upfront"), and WT Representative LLC, solely in its capacity as the representative of the Upfront indemnifying parties. Pursuant to the terms of the Merger Agreement, MergerSub I will merge with and into Upfront (the "First Merger"), and upon consummation of the First Merger, MergerSub I will cease to exist and Upfront will be the surviving corporation of the First Merger and become a wholly owned subsidiary of the Company. The surviving corporation of the First Merger will then merge with and into MergerSub II, which will continue to exist as a wholly owned direct subsidiary of the Company. Upon consummation (the "Closing") of the transactions contemplated by the Merger Agreement (the "Mergers"), all outstanding shares of Upfront capital stock, warrants and options to purchase Upfront capital stock will be cancelled in exchange for the right to receive (i) consideration of approximately $86 million, net of cash on hand ("Closing Consideration"), subject to customary transaction adjustments set forth in the Merger Agreement, and (ii) potential additional aggregate consideration of approximately $33.4 million (the "Earn-Out") subject to the achievement of certain earn-out performance targets measured as of December 31, 2026 (the "Measurement Date"). Closing Consideration will consist of approximately $41.5 million of cash, net of cash on hand, and approximately 5,753,814 shares ("Closing Stock Consideration") of newly issued shares of the Company's common stock, par value $0.001 p

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 13, 2025, the Company issued a press release regarding its entry into the Merger Agreement ("Press Release"). A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information being furnished pursuant to this Item 7.01 shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01 Other Events

Item 8.01 Other Events. On January 13, 2025, the Company published its J.P. Morgan 2025 Healthcare Conference presentation ("Presentation") on its investor relations website (httpsir.healthcatalyst.com), including certain preliminary estimated 2024 results and forward-looking commentary ("Excerpt"). Copies of the Presentation and Excerpt are filed herewith as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected completion of the transactions contemplated by the Merger Agreement and the time frame in which this will occur as well as information related to the Company's preliminary estimated 2024 results and forward-looking commentary. Any forward-looking statements contained in this Current Report on Form 8-K are based upon the Company's historical performance and its current plans, estimates, and expectations, and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent the Company's expectations as of the date of this Current Report on Form 8-K, and involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company, including the anticipated Closing and related transactions described herein, the time frame of the Closing, failure to obtain regulatory approval with respect to the Mergers, the failure of other conditions to Closing not being satisfied, the potential impact on the business of Upfront due to the announcement of the Mergers, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, changes under the Company's financial performance, including expectations regarding its results of operations, unexpected or otherwise unplanned events, and the risks and uncertainties disclosed in the Company's reports filed from time to time with the Securities and Exchange Commission, including its most recent Form 10K and any subsequent filings on Forms 10-Q or 8-K, available at www.sec.gov. Except as required by law, the Company does not intend to update any forward-

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press Release 99.2 Presentation 99.3 Excerpt 104 Cover page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEALTH CATALYST, INC. Date January 13, 2025 By s Jason Alger Jason Alger Chief Financial Officer

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