8-K
filed October 22, 2024, 7:59 PM ET
CIK 0001816233
M&A
confidence high
sentiment neutral
materiality 0.85
Sharecare, Inc.: M&A transaction — Altaris completes acquisition of Sharecare for $1.43 per share; stock delisted from Nasdaq
Sharecare, Inc.
- Acquisition closed Oct 22, 2024; shareholders receive $1.43 per share in cash.
- Sharecare common stock and warrants ceased trading on Nasdaq and will be deregistered.
- Founder Jeff Arnold rolled over majority of equity; Claritas rolled over all equity holdings.
- Leadership team remains; company operates as a private subsidiary under Altaris.
- Board resigned; Nicholas Fulco and Charles Mullens appointed as directors.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles Mullens was appointed as director at Sharecare, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
At the Effective Time, Nicholas Fulco and Charles Mullens, who were the directors of Merger Sub immediately prior to the Effective Time, became the directors of Sharecare.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicholas Fulco was appointed as director at Sharecare, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
At the Effective Time, Nicholas Fulco and Charles Mullens, who were the directors of Merger Sub immediately prior to the Effective Time, became the directors of Sharecare.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brent Layton resigned as director at Sharecare, Inc..
- Action
- resigned
Exact text from the filing
Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Chadwick resigned as director at Sharecare, Inc..
- Action
- resigned
Exact text from the filing
Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alan Mnuchin resigned as director at Sharecare, Inc..
- Action
- resigned
Exact text from the filing
Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeff Arnold resigned as director at Sharecare, Inc..
- Action
- resigned
Exact text from the filing
Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Veronica Mallett resigned as director at Sharecare, Inc..
- Action
- resigned
Exact text from the filing
Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rajeev Ronanki resigned as director at Sharecare, Inc..
- Action
- resigned
Exact text from the filing
Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeff Allred resigned as director at Sharecare, Inc..
- Action
- resigned
Exact text from the filing
Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeff Sagansky resigned as director at Sharecare, Inc..
- Action
- resigned
Exact text from the filing
Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ken Goulet resigned as director at Sharecare, Inc..
- Action
- resigned
Exact text from the filing
Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sandro Galea resigned as director at Sharecare, Inc..
- Action
- resigned
Exact text from the filing
Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicole Torraco resigned as director at Sharecare, Inc..
- Action
- resigned
Exact text from the filing
Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sharecare, Inc.: Amendment and restatement of the Fourth Amended and Restated Certificate of Incorporation as the Fifth Amended and Restated Certificate of Incorporation in connection with the Merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Fifth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sharecare, Inc.: Amendment and restatement of the Second Amended and Restated Bylaws in their entirety to be in the form of Merger Sub's bylaws, with name references changed, in connection with the Merger.
- Change
- bylaw amendment
Exact text from the filing
Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Second Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to Merger Sub’s name were replaced with references to the Company’s name (the “ Bylaws ”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Sharecare, Inc. underwent a change of control involving Altaris, LLC for $1.43 per share in cash (closed 2024-10-22).
- Action
- change of control
- Counterparty
- Altaris, LLC
- Consideration
- $1.43 per share in cash
- Closing
- 2024-10-22
Exact text from the filing
the completion of its acquisition by Altaris, LLC (collectively with its managed funds, “Altaris”), an investment firm exclusively focused on the healthcare industry, for $1.43 per share in cash. The transaction was announced on June 21, 2024, and received approval from stockholders on October 17, 2024. As a result of the acquisition, Sharecare’s common
View on SEC.gov
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