secwatch / observer
8-K filed August 9, 2023, 7:59 PM ET CIK 0001381507
M&A confidence high sentiment neutral materiality 0.75

LIMEADE, INC: M&A transaction — Limeade acquired by WebMD Health Corp for ~$74M; deal closed Aug 9, 2023

LIMEADE, INC

item 1.02item 2.01item 3.03item 5.01item 5.02item 5.03item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Susan Garcia

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
Departed

Sarah Stephens Visbeek

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.
Departed

Henry Albrecht

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.
Departed

Dave Smith

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.
Departed

Steve Hamerslag

Director
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
Departed

Dr. Patricia Fletcher

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.
Appointed

Blake DeSimone

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
Appointed

James McCann

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
Departed

Henry Albrecht

Director
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
Appointed

John Harrison

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
Departed

Mia Mends

Director
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
Appointed

Dawn Ustica

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
Departed

Deven Billimoria

Director
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
Departed

Paul Crick

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.
Departed

Elizabeth Bastoni

Director
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
Departed

Lisa Nelson

Director
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
Appointed

RoseAnn Stampe

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
Appointed

Blake DeSimone

Director
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
the following person, who was the director of Merger Sub, became a director of the Company: Blake DeSimone.
Departed

Elizabeth Carver

Other Named Officer
LIMEADE, INC
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Susan Garcia was appointed as other_named_officer at LIMEADE, INC.

Action
appointed
Exact text from the filing
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Sarah Stephens Visbeek departed as other_named_officer at LIMEADE, INC.

Action
departed
Exact text from the filing
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Henry Albrecht departed as other_named_officer at LIMEADE, INC.

Action
departed
Exact text from the filing
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Dave Smith departed as other_named_officer at LIMEADE, INC.

Action
departed
Exact text from the filing
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Steve Hamerslag resigned as Director at LIMEADE, INC.

Action
resigned
Role
Director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Dr. Patricia Fletcher departed as other_named_officer at LIMEADE, INC.

Action
departed
Exact text from the filing
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Blake DeSimone was appointed as other_named_officer at LIMEADE, INC.

Action
appointed
Exact text from the filing
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

James McCann was appointed as other_named_officer at LIMEADE, INC.

Action
appointed
Exact text from the filing
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Henry Albrecht resigned as Director at LIMEADE, INC.

Action
resigned
Role
Director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

John Harrison was appointed as other_named_officer at LIMEADE, INC.

Action
appointed
Exact text from the filing
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Mia Mends resigned as Director at LIMEADE, INC.

Action
resigned
Role
Director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Dawn Ustica was appointed as other_named_officer at LIMEADE, INC.

Action
appointed
Exact text from the filing
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Deven Billimoria resigned as Director at LIMEADE, INC.

Action
resigned
Role
Director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Paul Crick departed as other_named_officer at LIMEADE, INC.

Action
departed
Exact text from the filing
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Elizabeth Bastoni resigned as Director at LIMEADE, INC.

Action
resigned
Role
Director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Lisa Nelson resigned as Director at LIMEADE, INC.

Action
resigned
Role
Director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: Elizabeth Bastoni, Henry Albrecht, Steve Hamerslag, Mia Mends, Deven Billimoria, and Lisa Nelson.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

RoseAnn Stampe was appointed as other_named_officer at LIMEADE, INC.

Action
appointed
Exact text from the filing
the following persons, who were the officers of Merger Sub, became officers of the Company: Blake DeSimone, Susan Garcia, James McCann, RoseAnn Stampe, Dawn Ustica and John Harrison.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Blake DeSimone was appointed as Director at LIMEADE, INC.

Action
appointed
Role
Director
Exact text from the filing
the following person, who was the director of Merger Sub, became a director of the Company: Blake DeSimone.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Elizabeth Carver departed as other_named_officer at LIMEADE, INC.

Action
departed
Exact text from the filing
Henry Albrecht, Dave Smith, Elizabeth Carver, Dr. Patricia Fletcher, Sarah Stephens Visbeek and Paul Crick, who were officers of the Company immediately prior to the Merger, will not continue to be an officer of the Company.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.4

LIMEADE, INC: Articles of incorporation amended and restated upon completion of merger.

Change
charter amendment
Exact text from the filing
Effective upon completion of the Merger, the articles of incorporation of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the articles of incorporation attached hereto as Exhibit 3.1, which is incorporated herein by reference.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

LIMEADE, INC underwent a change of control involving WebMD Health Corp. for approximately $74 million (closed 2023-08-09).

Action
change of control
Counterparty
WebMD Health Corp.
Consideration
approximately $74 million
Closing
2023-08-09
Exact text from the filing
payable to holders of the Company’s Common Stock outstanding as of the Effective Time (including shares underlying Limeade CDIs) in connection with the Merger was approximately $74 million. The funds used by WebMD to consummate the Merger and complete the related transactions came from WebMD’s available cash on hand.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

LIMEADE, INC terminated Amended and Restated Loan and Security Agreement with Comerica Bank (effective 2023-08-09).

Action
termination
Agreement
credit facility
Counterparty
Comerica Bank
Effective
2023-08-09
Exact text from the filing
In connection with the consummation of the Merger, on August 9, 2023, the Company repaid in full all outstanding amounts under the Amended and Restated Loan and Security Agreement, dated as of May 10, 2019, by and among Comerica Bank, the Company, and Limeade Technologies Canada Inc., as amended by the First Amendment and Waiver to Amended and Restated Loan and Security Agreement, dated as of June 17, 2020, the Second Amendment to Amended and Restated Loan and Security Agreement, dated as of December 30, 2020, the Third Amendment, Consent and Joinder to Amended and Restated Loan and Security Agreement, dated as of November 12, 2021, the Fourth Amendment to Amended and Restated Loan and Security Agreement, dated as of August 3, 2022, the Fifth Amendment to Amended and Restated Loan and Security Agreement, dated as of January 19, 2023, the Sixth Amendment to Amended and Restated Loan and Security Agreement, dated February 23, 2023, and the Seventh Amendment and Consent to Amended and Res
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001381507-23-000044
view filing index on sec.gov
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