Evolent Health Inc filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$EVH
Other Consumer Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 7.01 - Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated by reference herein is a press release dated June 4, 2024 issued by Evolent Health, Inc. (the “Company”), announcing the transaction described in Item 8.01 below.
Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation dated June 4, 2024, which will be presented at the 44th Annual William Blair Stock Growth Conference and has been posted to the investor relations section of the Company’s website.
The information furnished under this Item 7.01, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject the Company or any other person to liability under that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.
Item 8.01 - Other Events.
On June 4, 2024, the Company announced that it had entered into an agreement to acquire certain assets from Machinify and a perpetual, royalty-free license of Machinify Auth for cash consideration of $25 million, plus an earn-out of up to $7 million. The acquisition is subject to customary closing conditions and is expected to close in the third quarter of 2024.
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, as amended (the “PSLRA”), including with respect to the timing and expected benefits of the Machinify acquisition. The Company claims the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA. Actual events or results may differ materially from those contained in these forward-looking statements. In addition, please refer to the periodic reports that the Company has filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2023. Such filings by the Company identify and address other important factors that could cause future events or results to vary from the forward-looking statements set forth in this Current Report on Form 8-K. The Company disclaims any obligation to update any forward-looking statements contained herein to reflect events or circumstances that occur after the date hereof.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |||||||
SIGNATURES
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.
Date: June 4, 2024
| EVOLENT HEALTH, INC. | |||||
| By: | /s/ Jonathan Weinberg | ||||
| Name: | Jonathan Weinberg | ||||
| Title: | General Counsel and Secretary | ||||