--- schema_version: "secwatch.filing_event.v1" accession: "0001381507-23-000044" form_type: "8-K" ticker: null cik: "0001381507" company_name: "LIMEADE, INC" filed_at: "2023-08-09T23:59:59+00:00" generated_at: "2026-06-11T21:40:40.887431+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Limeade acquired by WebMD Health Corp for ~$74M; deal closed Aug 9, 2023 ## Summary - Total merger consideration ~$74M; shareholders receive $0.425 AUD (~$0.284 USD) per share. - Comerica Bank loan agreement fully repaid and terminated upon close. - Board replaced: Blake DeSimone appointed director; prior directors Elizabeth Bastoni, Henry Albrecht, others resigned. - New officers from WebMD appointed; prior officers Henry Albrecht, Dave Smith, Elizabeth Carver, others depart. - Company becomes wholly owned subsidiary of WebMD; common stock ceases trading. ## SEC filing metadata - accession: 0001381507-23-000044 - form_type: 8-K - cik: 0001381507 - company_name: LIMEADE, INC - filed_at: 2023-08-09T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.02, 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/lme-20230809.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001381507-23-000044 - JSON: https://secwatch.observer/filing/0001381507-23-000044.json - Plain text: https://secwatch.observer/filing/0001381507-23-000044.txt ## Key facts - Executive change Susan Garcia was appointed as other_named_officer at LIMEADE, INC. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Sarah Stephens Visbeek departed as other_named_officer at LIMEADE, INC. - Action: departed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Henry Albrecht departed as other_named_officer at LIMEADE, INC. - Action: departed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Dave Smith departed as other_named_officer at LIMEADE, INC. - Action: departed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Steve Hamerslag resigned as Director at LIMEADE, INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Dr. Patricia Fletcher departed as other_named_officer at LIMEADE, INC. - Action: departed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Blake DeSimone was appointed as other_named_officer at LIMEADE, INC. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change James McCann was appointed as other_named_officer at LIMEADE, INC. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Henry Albrecht resigned as Director at LIMEADE, INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change John Harrison was appointed as other_named_officer at LIMEADE, INC. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Mia Mends resigned as Director at LIMEADE, INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Dawn Ustica was appointed as other_named_officer at LIMEADE, INC. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Deven Billimoria resigned as Director at LIMEADE, INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Paul Crick departed as other_named_officer at LIMEADE, INC. - Action: departed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Elizabeth Bastoni resigned as Director at LIMEADE, INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Lisa Nelson resigned as Director at LIMEADE, INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change RoseAnn Stampe was appointed as other_named_officer at LIMEADE, INC. - Action: appointed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Blake DeSimone was appointed as Director at LIMEADE, INC. - Action: appointed - Role: Director source text: the following person, who was the director of Merger Sub, became a director of the Company: Blake DeSimone. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Executive change Elizabeth Carver departed as other_named_officer at LIMEADE, INC. - Action: departed source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Governance Changes LIMEADE, INC: Articles of incorporation amended and restated upon completion of merger. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - M&A Transactions 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1381507/000138150723000044/0001381507-23-000044-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.