Cue Health adopts one-year shareholder rights plan after rapid third-party share accumulation

Cue Health Inc.

Rights plan triggered if any entity acquires 10% or more of HLTH common stock without board approval; passive investors exempt up to 20%.
Rights plan effective immediately, expires September 20, 2024; rights become exercisable and allow discounted purchase of shares.
Board unanimously adopted plan in response to rapid share accumulation by an unnamed third party, citing protection of long-term shareholder value.
Each right initially attached to common shares; exercise price $8.00 per one-thousandth of Series A Preferred Stock, subject to adjustment.
Plan does not preclude board from considering a full-value offer; rights redeemable for $0.00001 per right before trigger event.

item 1.01 item 3.03 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Cue Health Inc.: Certificate of Designation of Series A Participating Preferred Stock approved, to be filed with Delaware Secretary of State (effective 2023-09-21).

Change: charter amendment
Effective: 2023-09-21

Exact text from the filing

In connection with the adoption of the Rights Agreement, on September 21, 2023 the Board approved a Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock (the “Certificate of Designation”) setting forth the rights, powers and preferences of the Preferred Stock.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Cue Health Inc. entered into Preferred Stock Rights Agreement with Computershare Trust Company, N.A. valued at Rights to purchase one one-thousandth of a share of Series A Participating Preferred Stock at $8.00 (effective 2023-09-21).

Action: entry
Counterparty: Computershare Trust Company, N.A.
Value: Rights to purchase one one-thousandth of a share of Series A Participating Preferred Stock at $8.00
Effective: 2023-09-21

Exact text from the filing

The complete terms of the Rights are set forth in a Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of September 21, 2023, between the Company and Computershare Trust Company, N.A., as rights agent.

View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR

accession 0001193125-23-239734

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.