--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-113100" form_type: "8-K/A" ticker: null cik: "0001816233" company_name: "Sharecare, Inc." filed_at: "2024-10-31T23:59:59+00:00" generated_at: "2026-05-30T07:37:37.736737+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Altaris completes acquisition of Sharecare for $1.43/share; company goes private ## Summary - 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. ## SEC filing metadata - accession: 0001104659-24-113100 - form_type: 8-K/A - cik: 0001816233 - company_name: Sharecare, Inc. - filed_at: 2024-10-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - 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/1816233/000110465924113100/0001104659-24-113100-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/tm2427192d1_8ka.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-113100 - JSON: https://secwatch.observer/filing/0001104659-24-113100.json - Plain text: https://secwatch.observer/filing/0001104659-24-113100.txt ## Key facts - Executive change Veronica Mallett resigned as Director at Sharecare, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change Alan Mnuchin resigned as Director at Sharecare, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change Sandro Galea resigned as Director at Sharecare, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change Nicole Torraco resigned as Director at Sharecare, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change John Chadwick resigned as Director at Sharecare, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change Ken Goulet resigned as Director at Sharecare, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change Jeff Arnold resigned as Director at Sharecare, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change Rajeev Ronanki resigned as Director at Sharecare, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change Nicholas Fulco was appointed as Director at Sharecare, Inc.. - Action: became director - 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/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change Jeff Sagansky resigned as Director at Sharecare, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change Brent Layton resigned as Director at Sharecare, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change Jeff Allred resigned as Director at Sharecare, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816233/000110465924113100/0001104659-24-113100-index.htm - Executive change Charles Mullens was appointed as Director at Sharecare, Inc.. - Action: became director - 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/1816233/000110465924113100/0001104659-24-113100-index.htm - Governance Changes 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 source text: 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/1816233/000110465924113100/0001104659-24-113100-index.htm - Governance Changes 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 source text: 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/1816233/000110465924113100/0001104659-24-113100-index.htm - M&A Transactions 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 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/1816233/000110465924113100/0001104659-24-113100-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.