UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
August 17, 2022
Date of Report (Date of earliest event reported)
Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-37415 | 32-0454912 | ||||||||||||||||||||||||||||||
(State or other jurisdiction of incorporation or organization) | Commission File Number: | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||||||||
800 N. Glebe Road | , | Suite 500 | , | Arlington | , | Virginia | , | 22203 | ||||||||||||||||||||||||
(Address of principal executive offices)(zip code) |
(571) 389-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Class A Common Stock of Evolent Health, Inc., par value $0.01 per share | EVH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02. Unregistered Sales of Equity Securities.
As previously reported, on August 11, 2022, Evolent Health, Inc. (the “Company”) entered into separate privately negotiated exchange agreements (the “Exchange Agreements” and each an “Exchange Agreement”) with certain holders (the “Noteholders”) of the Company’s outstanding 3.50% Convertible Senior Notes due 2024. Pursuant to the Exchange Agreements, the Noteholders exchanged (the “Exchanges”) $92.8 million in aggregate principal amount of such notes for shares of the Company’s Class A common stock, par value $0.01 per share (“Common Stock”). On August 17 and 18, 2022, the Company consummated the Exchanges and issued an aggregate of 5,394,165 shares of Common Stock to the Noteholders.
As previously reported, the number of shares of Common Stock issued by the Company to the Noteholders upon consummation of the Exchanges was determined based upon a volume-weighted-average-price per share of Common Stock, on each of the two trading days immediately following the date of each Exchange Agreement. The offer and sale of such shares were conducted as a private placement and the shares of Common Stock were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), afforded by Section 4(a)(2) of the Securities Act.
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.
EVOLENT HEALTH, INC. | |||||||||||
Date: August 18, 2022 | By: | /s/ Jonathan D. Weinberg | |||||||||
Name: | Jonathan D. Weinberg | ||||||||||
Title: | General Counsel and Secretary |