UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2022
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(801 ) 708-6800
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On August 4, 2022, Health Catalyst, Inc. (the “Company”) issued a press release announcing that, on August 2, 2022, the Company’s board of directors authorized and approved a share repurchase program pursuant to which the Company may purchase up to $40 million of its outstanding common stock, par value $0.001 per share (the “Common Stock”). A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Stock repurchases under the program may be made from time to time, in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the discretion of management of the Company, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.
The share repurchase program does not obligate the Company to acquire any particular amount of Common Stock and may be modified, suspended or terminated at any time at the discretion of the Company’s board of directors.
The Company expects to fund repurchases with existing cash and cash equivalents, working capital, cash flow from operations or funds available through various borrowing arrangements.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Company’s amount, timing and sources of funding for the share repurchase program. Any forward-looking statements contained in this Current Report on Form 8-K are based upon the Company’s historical performance and its current plans, estimates and expectations, and are not a representation that such plans, estimates or expectations will be achieved. These forward-looking statements represent the Company’s expectations as of the date of this Current Report on Form 8-K, and involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company, including changes in price and volume and the volatility of the Company’s Common Stock, adverse developments affecting prices and trading of exchange-traded securities, including securities quoted on the Nasdaq Global Select Market, unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company and the risks and uncertainties disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission, including its most recent Form 10‑K and any subsequent filings on Forms 10-Q or 8-K, available at www.sec.gov. The Company does not intend to update any forward-looking statement contained in this Current Report on Form 8-K to reflect events or circumstances arising after the date hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Furnished herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEALTH CATALYST, INC. | ||||||||
| Date: August 4, 2022 | By: | /s/ Bryan Hunt | ||||||
| Bryan Hunt | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
Health Catalyst Announces $40 Million Share Repurchase Program
SALT LAKE CITY, UT, August 4, 2022 — Health Catalyst, Inc. ("Health Catalyst," Nasdaq: HCAT), a leading provider of data and analytics technology and services to healthcare organizations, today announced that its board of directors approved a share repurchase program with authorization to purchase up to $40 million of its Common Stock, effective immediately.
“This share repurchase program demonstrates our confidence in the future of our business and our commitment to creating long-term, sustainable value for our shareholders, our customers and our team members,” said Dan Burton, CEO of Health Catalyst. “We believe the current market does not reflect the long-term value of our shares of common stock and this share repurchase program will allow us to unlock more of the long-term value and opportunity we see ahead.”
Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at Health Catalyst’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. Health Catalyst may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate Health Catalyst to acquire any particular amount of Common Stock, and may be modified, suspended or terminated at any time at the discretion of Health Catalyst’s board of directors.
Health Catalyst expects to fund repurchases with existing cash and cash equivalents, working capital, cash flow from operations or funds available through various borrowing arrangements. As of June 30, 2022, Health Catalyst had cash, cash equivalents, and short-term investments of approximately $403.3 million.
About Health Catalyst
Health Catalyst is a leading provider of data and analytics technology and services to healthcare organizations committed to being the catalyst for massive, measurable, data-informed healthcare improvement. Its customers leverage the cloud-based data platform—powered by data from more than 100 million patient records and encompassing trillions of facts—as well as its analytics software and professional services expertise to make data-informed decisions and realize measurable clinical, financial, and operational improvements. Health Catalyst envisions a future in which all healthcare decisions are data informed.
Available Information
Health Catalyst intends to use its Investor Relations website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, including statements relating to Health Catalyst’s amount, timing and sources of funding for the share repurchase program. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding Health Catalyst’s future performance and opportunities, and the amount, timing and benefits of a share repurchase program. These forward-looking statements represent Health Catalyst’s expectations as of the date of this press release, and involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond Health Catalyst’s control, including changes in price and volume and the volatility of Health Catalyst’s Common Stock, adverse developments affecting prices and trading of exchange-traded securities, including securities quoted on the Nasdaq Global Select Market, unexpected or otherwise unplanned or alternative requirements with respect to Health Catalyst’s capital investments and the risks and uncertainties disclosed in Health Catalyst’s reports filed from time to time with the Securities and Exchange Commission, including Health Catalyst’s most recent Form 10‑K and any subsequent filings on Forms 10-Q or 8-K, available at www.sec.gov. While Health Catalyst may elect to update such forward-looking statements at some point in the future, Health Catalyst disclaims any obligation to do so, even if subsequent events cause Health Catalyst’s views to change.
Health Catalyst Investor Relations Contact:
Adam Brown
Senior Vice President, Investor Relations and FP&A
+1 (855)-309-6800
ir@healthcatalyst.com
Health Catalyst Media Contact:
Tarah Neujahr Bryan
Chief Brand and Communications Officer
media@healthcatalyst.com