--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-110556" form_type: "8-K" ticker: null cik: "0001816233" company_name: "Sharecare, Inc." filed_at: "2024-10-22T23:59:59+00:00" generated_at: "2026-05-30T11:45:15.374517+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Altaris completes acquisition of Sharecare for $1.43 per share; stock delisted from Nasdaq ## Summary - 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. ## SEC filing metadata - accession: 0001104659-24-110556 - form_type: 8-K - cik: 0001816233 - company_name: Sharecare, Inc. - filed_at: 2024-10-22T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/tm2426613d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-110556 - JSON: https://secwatch.observer/filing/0001104659-24-110556.json - Plain text: https://secwatch.observer/filing/0001104659-24-110556.txt ## Key facts - Executive change Charles Mullens was appointed as director at Sharecare, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change Nicholas Fulco was appointed as director at Sharecare, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change Brent Layton resigned as director at Sharecare, Inc.. - Action: resigned source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change John Chadwick resigned as director at Sharecare, Inc.. - Action: resigned source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change Alan Mnuchin resigned as director at Sharecare, Inc.. - Action: resigned source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change Jeff Arnold resigned as director at Sharecare, Inc.. - Action: resigned source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change Veronica Mallett resigned as director at Sharecare, Inc.. - Action: resigned source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change Rajeev Ronanki resigned as director at Sharecare, Inc.. - Action: resigned source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change Jeff Allred resigned as director at Sharecare, Inc.. - Action: resigned source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change Jeff Sagansky resigned as director at Sharecare, Inc.. - Action: resigned source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change Ken Goulet resigned as director at Sharecare, Inc.. - Action: resigned source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change Sandro Galea resigned as director at Sharecare, Inc.. - Action: resigned source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Executive change Nicole Torraco resigned as director at Sharecare, Inc.. - Action: resigned source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Governance Changes 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - Governance Changes 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.