HEALTH CATALYST, INC. : Unregistered sale of equity securities, other events, financial statements and exhibits (Form 8-K)



Article 3.02. Unrecorded sales of Equity securities.

At June 23, 2021, Health Catalyst, Inc. (“Health Catalyst”) has entered into an acquisition agreement to acquire all of the interests in Twistle, Inc., a
Delaware company (“Twistle”), for an aggregate purchase price of approximately $ 104.5 million, plus any additional price described below up to
$ 65 million (the acquisition “). As part of the consideration for the acquisition, Health catalyst agreed to issue 830,704 shares of Health catalyst ordinary actions, $ 0.001 nominal value (“Ordinary shares”), valued at the closing reference price of $ 56.60, which is equal to the average price of common shares on the Nasdaq Global Select Market for the period of 10 consecutive trading days ended June 21, 2021, to Twistle shareholders upon completion of the transactions contemplated by the acquisition agreement, subject to certain closing conditions. Health catalyst also agreed, under a earn-out clause, to issue additional ordinary shares if certain earn-out performance targets are met during a earn-out period ending on June 30, 2022. For the purposes of the earn-out, the ordinary shares will be valued on the basis of the average price of the ordinary shares on the Nasdaq Global Select market for the period of 10 consecutive trading days ending June 30, 2022. The actual number of shares that will be issued under the earn-out, if any, will depend on the degree to which the earn-out performance targets are met at the time of the earn-out calculation. The parties expect that the acquisition, which is subject to customary closing conditions, will close at the start of the third quarter of 2021.

The issuance of ordinary shares in connection with the Acquisition will be effected in accordance with the terms and subject to the conditions set out in the Acquisition Agreement and on the basis of the private offering exemption in Section 4 (a ) (2) Securities Act of 1933, as amended, and / or the safe-haven private offer provision of Rule 506 of Regulation D promulgated thereunder. The issue and sale are not carried out in the context of a public offering, and no solicitation or public advertising will be made or invoked in connection with the issue of the shares.

Article 8.01. Other events

At June 24, 2021, the Company issued a press release regarding the acquisition. A copy of the press release announcing the Acquisition and the Acquisition Investor Presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are each incorporated herein by reference.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits.
Exhibit No.                                                   Description
                                     Press release issued by Health Catalyst, Inc. on     June
  99.1                             2    4    , 20    21
  99.2                               Investor Presentation

Caution Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements relating to expectations, plans and prospects, including expectations relating to our ability to close, and the time of closing of this transaction and the benefits that will accrue therefrom. These forward-looking statements are based on the current expectations and beliefs of Health catalyst management as of the date of this Form 8-K, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in forward-looking statements, including, without limitation, the risk of macro- economic conditions and risks related to the closing of this transaction and the integration of companies. All forward-looking statements in this Form 8-K are based on information available to Health catalyst on the date hereof, and Health catalyst disclaims any obligation to update these forward-looking statements.

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