8-K/A
filed October 31, 2024, 7:59 PM ET
CIK 0001816233
M&A
confidence high
sentiment neutral
materiality 1.00
Sharecare, Inc.: M&A transaction — Altaris completes acquisition of Sharecare for $1.43/share; company goes private
Sharecare, Inc.
- Altaris acquired all outstanding shares of SHCR for $1.43 per share in cash.
- Stockholder approval received Oct 17, 2024; transaction closed Oct 22, 2024.
- SHCR common stock and warrants delisted from Nasdaq, trading suspended.
- Founder Jeff Arnold and affiliates rolled over majority equity; leadership team remains.
- Sharecare continues as standalone private company under Altaris ownership.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Veronica Mallett resigned as Director at Sharecare, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, 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 1.0
Alan Mnuchin resigned as Director at Sharecare, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, 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 1.0
Sandro Galea resigned as Director at Sharecare, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, 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 1.0
Nicole Torraco resigned as Director at Sharecare, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, 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 1.0
John Chadwick resigned as Director at Sharecare, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, 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 1.0
Ken Goulet resigned as Director at Sharecare, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, 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 1.0
Jeff Arnold resigned as Director at Sharecare, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, 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 1.0
Rajeev Ronanki resigned as Director at Sharecare, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, 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 1.0
Nicholas Fulco was appointed as Director at Sharecare, Inc..
- Action
- became director
- 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 1.0
Jeff Sagansky resigned as Director at Sharecare, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, 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 1.0
Brent Layton resigned as Director at Sharecare, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, 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 1.0
Jeff Allred resigned as Director at Sharecare, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, 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 1.0
Charles Mullens was appointed as Director at Sharecare, Inc..
- Action
- became director
- 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
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sharecare, Inc.: Amended and restated the Second Amended and Restated Bylaws in their entirety to be in the form of the bylaws of Merger Sub, with name changes.
- Change
- bylaw amendment
Exact text from the filing
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
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sharecare, Inc.: Amended and restated the Fourth Amended and Restated Certificate of Incorporation as the Fifth Amended and Restated Certificate of Incorporation.
- Change
- charter amendment
Exact text from the filing
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
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Sharecare, Inc. underwent a change of control involving Altaris, LLC (collectively with its managed funds) for $1.43 per share in cash (closed 2024-10-22).
- Action
- change of control
- Counterparty
- Altaris, LLC (collectively with its managed funds)
- 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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