UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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~~September 287, 2023

NantHealth, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37792

27-3019889

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

760 W Fire Tower Rd, Suite 107

Winterville, North Carolina 28590

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (855) 949-6268

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
-	-	-

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §(§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §(§240.12b-2).

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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~August~~September 287, 2023, ~~NantHealth,~~the ~~Inc.~~Board of Directors (the “~~Company~~Board”) ~~entered~~of ~~into~~NantHealth, aInc. ~~Stock Purchase Agreement~~ (the “~~Purchase Agreement~~Company”) ~~with~~appointed ~~certain~~Rao ~~institutional~~Haris ~~and~~Naseem, ~~accredited~~M.D., ~~investors~~FACC, ~~each~~FHRS as ~~listed~~the asCompany’s ~~signatories~~Chief toExecutive ~~the~~Officer ~~Purchase Agreement~~ (~~the~~ “~~Purchasers~~CEO”) and a member of the Board, ~~including~~effective ~~Nant~~September ~~Capital~~7, ~~LLC~~2023 (the “~~Nant~~Effective ~~Capital~~Date”),. anIn ~~affiliate~~connection ofwith Dr. Naseem’s appointment as CEO, Patrick Soon-Shiong, ~~the~~M.D. ~~Chief~~transitioned ~~Executive~~out ~~Officer,~~of ahis ~~director~~role ~~and~~as aCEO ~~significant stockholder~~ of the Company. ~~Pursuant~~and will continue to ~~the~~serve ~~Purchase~~as ~~Agreement,~~Chairman of the ~~Company~~Board ~~agreed~~as toof ~~issue~~the ~~and~~Effective ~~sell~~Date. upIn toconnection anwith ~~aggregate~~Dr. ofNaseem’s ~~24,896,248~~appointment ~~shares~~to (the ~~“Shares”)~~Board, of the ~~Company’s~~Board ~~common~~approved ~~stock,~~an ~~par~~increase ~~value~~to ~~$0.0001~~the ~~per~~size ~~share,~~of inthe aBoard ~~private~~from ~~placement~~four (~~the~~4) ~~“Private~~to ~~Placement”~~five (5). directors.

~~The~~Dr. ~~Shares~~Naseem, ~~shall~~56, behas ~~paid~~served ~~through:~~as ~~(1) cash in~~ the ~~amount~~Chief ofExecutive upOfficer toand ~~$9.5~~a ~~million~~member ~~for shares~~ of ~~Common~~the ~~Stock~~board ~~(the~~of ~~“Purchased~~directors ~~Shares”)~~of atSummus Holdings, a ~~price~~private ~~per~~healthcare ~~share~~investment ~~of $0.39~~company, ~~which~~since ~~shall~~July ~~occur~~2023, inSummus upHealth toCare, ~~two~~a ~~(2)~~private ~~tranches:~~healthcare ~~(i)~~company, ~~$7.5~~since ~~million~~2018, atDataQ ~~the~~Health, ~~First~~a ~~Tranche~~private ~~Closing~~healthcare ~~(as~~technology ~~defined~~company, insince ~~the~~2019, ~~Purchase Agreement)~~ and ~~(ii)~~Sarcogenix, ~~$2.0~~a ~~million~~private atbiotechnology ~~the Second Tranche Closing (as defined in the Purchase Agreement)~~company, ~~which~~since ~~such~~February ~~Second~~2023. ~~Tranche~~In ~~Closing shall occur upon written notice by the Company~~addition, ~~acting~~Dr. atNaseem ~~the~~serves ~~direction~~on of the ~~Special~~board ~~Committee (the “Special Committee”)~~ of ~~the~~directors ~~Board~~ of ~~Directors~~Wellvana ~~(the~~Health, ~~“Board”)~~a ofprivate ~~the~~healthcare ~~Company~~company, toa ~~each~~position ~~Purchaser~~he ~~that~~has ~~committed~~held tosince ~~purchase~~April ~~the~~2022. ~~Shares~~Dr. atNaseem ~~the~~is ~~Second~~a ~~Tranche~~board ~~Closing,~~certified ~~and~~clinical ~~such~~cardiac ~~notice~~electrophysiologist ~~must~~with ~~occur~~over ontwenty oryears ~~before~~of ~~December~~experience ~~31, 2023,~~ and ~~(2)~~continues ~~exchange,~~to onmaintain ~~the~~an ~~First~~active ~~Tranche~~practice. ~~Closing, of $10~~Dr.0 ~~million~~Naseem ~~aggregate~~completed ~~principal~~a ~~amount~~residency ofin ~~the~~Internal ~~demand~~Medicine ~~promissory~~at ~~note,~~the ~~dated~~Hennepin ~~January~~County 4,Medical ~~2016,~~Center asin ~~amended and restated on May 9~~Minneapolis, ~~2016~~Minnesota and ~~April~~a ~~27,~~fellowship ~~2021,~~in ~~respectively,~~cardiovascular bydisease and ~~between~~clinical ~~the~~cardiac ~~Company~~electrophysiology ~~and~~at ~~Nant Capital (~~the ~~“Subordinated~~University ~~Nant Capital Promissory Note”), for shares~~ of ~~Common~~Texas ~~Stock~~Southwestern ~~(the “Exchanged Shares”)~~ at anDallas. ~~exchange price per share of $18~~Dr.~~61255,~~ inNaseem ~~accordance~~received ~~with~~his ~~the~~Doctor ~~terms~~of ~~and~~Medicine ~~conditions~~from ofAga ~~the~~Khan ~~Subordinated~~Medical ~~Nant~~School ~~Capital~~in ~~Promissory~~Karachi, ~~Note~~Pakistan.

InAlso ~~addition,~~on ~~Nant~~September ~~Capital~~7, ~~has~~2023, ~~agreed~~upon ~~to provide additional capital to~~ the ~~Company~~recommendation of upthe toCompensation anCommittee ~~aggregate amount~~ of ~~$10.0~~the ~~million~~Board (the ~~“Additional~~"Compensation ~~Capital Commitment”~~Committee"), ~~upon~~and ~~written notice by~~ the ~~Company,~~approval ~~acting at the direction~~ of the ~~Special Committee~~Board, ~~prior~~the toCompany ~~December~~and ~~31, 2023~~Dr. ~~The~~Naseem ~~Additional~~entered ~~Capital~~into ~~Commitment~~an ~~shall~~executive beemployment ~~on substantially the same terms as the loans made under that certain credit~~ agreement, ~~dated as of March 2, 2023~~ (the “~~Credit~~Employment Agreement”), bypursuant ~~and~~to ~~between~~which ~~the Company and certain of the Company’s subsidiaries as guarantors with Nant Capital and Highbridge Tactical Credit Master Fund, L~~Dr.P. ~~and~~Naseem ~~Highbridge~~will ~~Convertible~~receive ~~Dislocation~~an ~~Fund,~~annual ~~L.P.~~base ~~(collectively,~~salary ~~“Highbridge”),~~of ~~as the lenders~~$35,568 ~~GLAS USA, LLC, as administrative agent,~~ and ~~GLAS~~be ~~Americas,~~eligible ~~LLC,~~to asreceive ~~collateral~~an ~~agent~~annual ~~(collectively,~~discretionary ~~“Agent”),~~bonus ~~and~~pursuant ~~subject~~ to ~~obtaining~~any ~~the~~bonus ~~required~~plans ~~consents~~ of the ~~lenders~~Company ~~under~~in ~~the~~effect ~~Credit~~from ~~Agreement~~time ~~and~~to ~~holders~~time, ofin the ~~4.50%~~sole ~~Convertible~~discretion ~~Senior Notes~~ of the ~~Company~~Board, ~~due~~or ~~2026 issued pursuant to that certain Indenture between~~ the ~~Company~~Compensation ~~and~~Committee. UDr.S. ~~Bank~~Naseem's ~~National~~employment ~~Association,~~under asthe ~~trustee,~~Employment ~~dated~~Agreement asis ofat-will ~~April 27, 2021,~~ and ~~amended and restated as of May 17, 2023, and as~~ may be ~~further~~terminated ~~amended~~at orany ~~modified from~~ time toby ~~time (~~the ~~“2026~~Company ~~Notes”).~~or ~~Highbridge~~by isDr. ~~permitted~~Naseem. ~~to fund up to 50% of the principal amount of the Additional Capital Commitment~~Dr. InNaseem ~~the~~will ~~event~~be ~~that~~eligible ~~the~~to ~~required~~participate ~~consents~~in ofemployee ~~the~~benefit ~~lenders~~plans ~~under the Credit Agreement~~ and ~~holders~~programs of the ~~2026~~Company ~~Notes~~on ~~are not obtained prior to~~ the ~~delivery~~same ofterms ~~the~~and ~~Additional~~conditions ~~Capital~~as ~~Commitment,~~other ~~Nant~~similarly-situated ~~Capital~~employees. ~~will~~The ~~make~~Company ~~the~~has ~~Additional~~also ~~Capital~~agreed ~~Commitment~~to byenter ~~purchasing~~into ~~shares~~an ofindemnification ~~Common Stock~~agreement, ~~which~~subject ~~shall be purchased at a price equal~~ to ~~the~~Board ~~most~~approval, ~~recent~~with ~~per~~Dr. ~~share~~Naseem, ~~closing price of the Common Stock as quoted~~ on ~~the~~terms ~~Principal~~and ~~Market~~conditions ~~(as~~to ~~defined~~be inapproved ~~the~~by ~~Purchase Agreement) as of~~ the ~~closing date of the Additional Capital Commitment~~Board.

~~The~~In ~~representations~~addition, ~~warranties~~the ~~and~~Employment ~~covenants~~Agreement ~~contained~~provides inthat ~~the~~Dr. ~~Purchase~~Naseem ~~Agreement~~will ~~were~~receive, ~~made~~subject ~~solely~~to ~~for~~Board ~~the~~approval, ~~benefit~~an ofoption ~~the parties~~ to ~~the~~purchase ~~Purchase~~up ~~Agreement~~to ~~and~~1,000,000 ~~may~~shares be(the ~~subject~~“CEO toGrant”) ~~limitations~~of ~~agreed~~common ~~upon~~stock, bypar ~~the~~value ~~contracting parties~~$0.0001 ~~Accordingly~~per share , of the ~~Purchase~~Company ~~Agreement~~(the is“Common ~~incorporated~~Stock”), ~~herein~~at byan ~~reference~~exercise ~~only~~price equal to ~~provide~~the ~~investors~~last ~~with~~quoted ~~information~~price ~~regarding~~on the ~~terms~~grant ofdate (or the ~~Purchase~~immediately ~~Agreement~~preceding ~~and~~trading ~~not~~day toif ~~provide~~the ~~investors~~grant ~~with~~date ~~any~~is ~~other~~not ~~factual~~a ~~information~~trading ~~regarding~~day), under the Company’s or2016 ~~its~~Incentive ~~business~~Plan, as amended and ~~should~~restated beon ~~read~~December in15, ~~conjunction~~2022 ~~with~~(the “Plan”). In the ~~disclosures~~event of a Change in Control (as defined in the Plan) of the Company’s ~~periodic~~that ~~reports~~occurs while Dr. Naseem is employed and ~~other~~the ~~filings~~CEO ~~with~~Grant remains outstanding, 100% of the ~~SEC~~then-unvested shares subject to the CEO Grant, if any, shall vest and become exercisable immediately.

~~The~~Dr. ~~foregoing~~Naseem ~~description~~will ofreceive ~~the~~no ~~Purchase~~additional ~~Agreement~~compensation ~~does~~for ~~not~~his ~~purport~~service toon ~~be complete and is qualified in its entirety by reference to~~ the ~~full text of the Purchase Agreement, which is filed as Exhibit 10~~Board.1 ~~to this Current Report on Form 8-K and incorporated herein by this reference.~~

~~Item~~As previously disclosed on August 30, 2023, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors, each as listed as signatories to the Purchase Agreement (the “Purchasers”), including Summus Holdings (“Summus”), an affiliate of Dr. Naseem. Pursuant to the Purchase Agreement, the Company agreed to issue and sell up to an aggregate of 24,896,248 shares (the “Shares”) of the Common Stock in a private placement (the “Private Placement”). Summus purchased 3,846,154 shares of Common Stock for an aggregate purchase price of $1.025 ~~Unregistered~~million ~~Sales~~in the Private Placement. Other than the Private Placement described above, Dr. Naseem has not been involved in any other related person transactions within the meaning of ~~Equity~~Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, and required to be disclosed herein. There are no arrangements or understandings pursuant to which Dr. Naseem was elected as an officer or a director. Dr. Naseem does not have any family relationships with any of the Company’s directors or executive officers.

~~Pursuant~~The toforegoing ~~the~~description ~~Private~~of ~~Placement~~the ~~described~~Employment inAgreement ~~Item~~does ~~1.01~~not ofpurport ~~this~~to ~~Current~~be ~~Report~~complete onand ~~Form 8-K, which description~~ is ~~incorporated~~qualified ~~herein by reference into this Item 3.02~~ in its entirety, ~~the~~by ~~Company~~reference ~~will sell the Shares~~ to ~~“accredited investors,” as that term is defined in~~ the ~~Securities~~full ~~Act~~text ~~of 1933~~thereof, ~~as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section 4(~~a~~)(2)~~ ofcopy ~~the Securities Act and/or Rule 506~~ of ~~Regulation~~which Dis ~~promulgated~~attached ~~under~~hereto ~~the~~as ~~Securities~~Exhibit ~~Act and corresponding provisions of state securities or “blue sky” laws~~10. ~~The Purchasers have represented that they are acquiring the Shares for investment purposes only and not with a view towards~~1, ~~or for resale in connection with, the public sale or distribution thereof. Accordingly, the Shares have not been registered under the Securities Act~~ and ~~such~~incorporated ~~securities~~herein ~~may~~by ~~not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws~~reference.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						~~Stock~~Employment ~~Purchase~~ Agreement, ~~dated~~between ~~August~~Rao ~~28,~~Haris ~~2023,~~Naseem by and ~~among~~NantHealth, ~~the Company and the Purchasers~~Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

		NantHealth, Inc.
Date:	~~August~~September 3013, 2023	By:	/s/ Bob Petrou
			Bob Petrou
			Chief Financial Officer

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