ACCOLADE, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-04-08: Form 8-K; Period of report 2025-04-08; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2025-03-27: Form 8-K; Period of report 2025-03-27; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 5.07.
- 2025-01-08: Form 8-K; Period of report 2025-01-08; Description 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 1.01.
- 2024-10-08: Form 8-K; Period of report 2024-10-08; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-04-08 | 8-K | 2025-04-08 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 The information set forth in the Introductory Note and under Items 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 3.01 The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introductory Note and under Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. 5.03 The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. | ef20047047_8k.htm |
| 2025-03-27 | 8-K | 2025-03-27 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On March 27, 2025, Accolade, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”). 7.01 On March 27, 2025, the Company issued a press release announcing the results of the Special Meeting. | ef20046349_8k.htm |
| 2025-01-08 | 8-K | 2025-01-08 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.02 On January 8, 2025, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement and related matters (the “Press Release”). 7.01 A copy of the Press Release is attached as Exhibit 99.1 to this report. | ny20041213x1_8k.htm |
| 2024-10-08 | 8-K | 2024-10-08 | 2.02 Results of Operations and Financial Condition | 2.02 On October 8, 2024, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal second quarter ended August 31, 2024. | accd-20241008.htm |
| 2024-08-07 | 8-K | 2024-08-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On August 6, 2024, Accolade, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). | accd-20240806.htm |
| 2024-06-27 | 8-K | 2024-06-27 | 2.02 Results of Operations and Financial Condition | 2.02 On June 27, 2024, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal first quarter ended May 31, 2024. | accd-20240627.htm |
| 2024-04-25 | 8-K | 2024-04-25 | 2.02 Results of Operations and Financial Condition | 2.02 On April 25, 2024, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal fourth quarter and full year ended February 29, 2024. | accd-20240425.htm |
| 2024-01-08 | 8-K | 2024-01-08 | 2.02 Results of Operations and Financial Condition | 2.02 On January 8, 2024, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal third quarter ended November 30, 2023. | accd-20240108.htm |
| 2023-11-16 | 8-K | 2023-11-16 | 8.01 Other Events | 8.01 On November 16, 2023, Accolade, Inc. (the “Company”) entered into separate, privately negotiated transactions with certain holders of the Company’s outstanding 0.50% Convertible Senior Notes due 2026 (the “Notes”) to repurchase (the “Repurchases”) approximately $76.5 million aggregate principal amount of the Notes for an aggregate cash repurchase price of approximately $65.8 million. | tm2330946d1_8k.htm |
| 2023-10-04 | 8-K | 2023-10-04 | 2.02 Results of Operations and Financial Condition | 2.02 On October 4, 2023, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal second quarter ended August 31, 2023. | accd-20231004x8k.htm |
| 2023-08-09 | 8-K | 2023-08-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On August 8, 2023, Accolade, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). | accd-20230808x8k.htm |
| 2023-06-29 | 8-K | 2023-06-29 | 2.02 Results of Operations and Financial Condition | 2.02 On June 29, 2023, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal first quarter ended May 31, 2023. | accd-20230629x8k.htm |
| 2023-04-27 | 8-K | 2023-04-27 | 2.02 Results of Operations and Financial Condition | 2.02 On April 27, 2023, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter and full year ended February 28, 2023. | accd-20230427x8k.htm |
| 2023-02-28 | 8-K | 2023-02-28 | 8.01 Other Events | accd-20230228x8k.htm | |
| 2023-02-16 | 8-K | 2023-02-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 13, 2023, Thomas Neff, a director of Accolade, Inc. (the “Company”), notified the board of directors of the Company (the “Board”) of his decision to resign from the Board, effective immediately (the “Neff Resignation”). | accd-20230213x8k.htm |
| 2023-01-09 | 8-K | 2023-01-09 | 2.02 Results of Operations and Financial Condition | 2.02 On January 9, 2023, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal third quarter ended November 30, 2022. | accd-20230109x8k.htm |
| 2022-10-06 | 8-K | 2022-10-06 | 2.02 Results of Operations and Financial Condition | 2.02 On October 6, 2022, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal second quarter ended August 31, 2022. | accd-20221006x8k.htm |
| 2022-07-28 | 8-K | 2022-07-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 26, 2022, Accolade, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). | tm2221406d2_8k.htm |
| 2022-07-21 | 8-K | 2022-07-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 On July 19, 2022, Accolade, Inc. (the “Company”) entered into a Seventh Amendment to Credit Agreement (the “Seventh Amendment”) to its existing Credit Agreement, dated as of July 19, 2019 (as amended or otherwise modified from time to time, the “Credit Agreement”), with (a) Comerica Bank in its capacity as administrative agent and lender, and (b) Western Alliance Bank as a lender. | tm2221406d1_8k.htm |
| 2022-06-30 | 8-K | 2022-06-30 | 2.02 Results of Operations and Financial Condition | 2.02 On June 30, 2022, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal first quarter ended May 31, 2022. | accd-20220630x8k.htm |
| 2022-04-28 | 8-K | 2022-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 On April 28, 2022, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter and full year ended February 28, 2022. | accd-20220428x8k.htm |
| 2022-01-10 | 8-K | 2022-01-10 | 2.02 Results of Operations and Financial Condition | 2.02 On January 10, 2022, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended November 30, 2021. | accd-20220110x8k.htm |
| 2021-10-07 | 8-K | 2021-10-07 | 2.02 Results of Operations and Financial Condition | 2.02 On October 7, 2021, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended August 31, 2021. | accd-20211007x8k.htm |
| 2021-07-26 | 8-K | 2021-07-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 22, 2021, Accolade, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). | tm2123271d1_8k.htm |
| 2021-07-08 | 8-K | 2021-07-08 | 2.02 Results of Operations and Financial Condition | 2.02 On July 8, 2021, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended May 31, 2021. | accd-20210708x8k.htm |
| 2021-06-10 | 8-K | 2021-06-09 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 On June 9, 2021, in connection with the closing of the previously announced acquisition of PlushCare, Inc., a Delaware corporation (“Target”), Accolade, Inc. (the “Company”) entered into a registration rights agreement with certain of Target’s existing securityholders (the “Registration Rights Agreement”). 3.02 See the disclosure under Item 8.01 of this Current Report on Form 8-K. The Company issued the shares of common stock in reliance on the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Securities Act”) and Regulation D under the Securities Act. 8.01 On June 9, 2021, the Company, through its wholly owned subsidiary Panda Merger Sub, Inc., a Delaware corporation (“Merger Sub”), consummated the previously announced acquisition of the Target pursuant to the Agreement and Plan of Merger dated April 22, 2021, as amended (the “Merger Agreement”). | tm2118934d2_8k.htm |
| 2021-06-07 | 8-K | 2021-06-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On June 2, 2021, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Accolade, Inc. (the “Company”), the Board appointed Elizabeth Nabel and Jeff Brodsky to fill the vacancies created by the resignations of Senator William H. Frist, M.D and J. Michael Cline, and to serve as Class II directors of the Company whose terms will expire at the Company’s 2022 annual meeting of stockholders. 8.01 As a result of Mr. Cline’s resignation as Chair of the Board, on June 2, 2021, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Rajeev Singh, the Company’s Chief Executive Officer and an existing member of the Board, to serve as Chairman of the Board. | tm2118934d1_8k.htm |
| 2021-06-01 | 8-K | 2021-05-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 26, 2021, Accolade, Inc. (the “Company”) entered into a Sixth Amendment to Credit Agreement (the “Sixth Amendment”) to its existing Credit Agreement, dated as of July 19, 2019 (as amended on August 21, 2020, September 11, 2020, November 6, 2020, March 2, 2021, and March 23, 2021, the “Credit Agreement”), with (a) Comerica Bank in its capacity as administrative agent and lender, and (b) Western Alliance Bank as a lender. | tm2118127d1_8k.htm |
| 2021-05-06 | 8-K/A | 2021-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2021, the Company issued a press release reporting its financial results for the fiscal quarter and full year ended February 28, 2021. | accd-20210505x8ka.htm |
| 2021-05-05 | 8-K | 2021-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2021, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter and full year ended February 28, 2021. | accd-20210505x8k.htm |
| 2021-04-23 | 8-K | 2021-04-23 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 On April 22, 2021, Accolade, Inc., a Delaware corporation (“Accolade”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Accolade, Panda Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Accolade (“Merger Sub”), PlushCare, Inc., a Delaware corporation (“PlushCare”), and Fortis Advisors LLC, a Delaware limited liability company, solely as stockholder representative, pursuant to which Merger Sub will merge with and into PlushCare, with PlushCare continuing as the surviving company and as a wholly owned subsidiary of Parent (the “Merger”). 3.02 The information set forth above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. 7.01 On April 23, 2021, Accolade issued a press release and investor presentation announcing the execution of the Merger Agreement, a copy of which is furnished as Exhibit 99.1. | tm2113903d1_8k.htm |
| 2021-03-29 | 8-K | 2021-03-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 See Item 1.01 above, which is incorporated by reference herein. 3.02 See Item 8.01 below regarding the Purchase Agreement, which is incorporated by reference herein. 8.01 On March 24, 2021, Accolade entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several initial purchasers named therein, relating to the Note Offering of the Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act. | tm2111178d1_8k.htm |
| 2021-03-23 | 8-K | 2021-03-23 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 23, 2021, Accolade, Inc. (the “Company”) announced that it intends to offer, subject to market and other conditions, $250 million aggregate principal amount of convertible senior notes due 2026 (the “Notes”) in a private placement (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). 7.01 The information set forth in Item 2.02 is incorporated by reference into this Item 7.01. | tm2110634d1_8k.htm |
| 2021-03-04 | 8-K | 2021-03-03 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 On March 3, 2021, in connection with the closing of the previously announced acquisition of Innovation Specialists LLC d/b/a 2nd.MD, a Texas limited liability company (“Target”), Accolade, Inc. (the “Company”) entered into a registration rights agreement with certain of Target’s existing securityholders (the “Registration Rights Agreement”). 3.02 See the disclosure under Item 8.01 of this Current Report on Form 8-K. The Company issued the shares of common stock in reliance on the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Securities Act”) and Regulation D under the Securities Act. 8.01 On March 3, 2021, the Company, through its wholly owned subsidiary Maestro Merger Sub, LLC, a Texas limited liability company (“Merger Sub”), consummated the previously announced acquisition of the Target pursuant to the Agreement and Plan of Merger dated January 14, 2021 (the “Merger Agreement”). | tm218687d1_8k.htm |
| 2021-01-27 | 8-K | 2021-01-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 24, 2021, James Madden and Michael Yang notified Accolade, Inc. (the “Company”) of their decision to resign from the Company’s Board of Directors (the “Board”), effective immediately. | tm214386d1_8k.htm |
| 2021-01-14 | 8-K | 2021-01-14 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 On January 14, 2021, Accolade, Inc., a Delaware corporation (“Accolade”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Accolade, Maestro Merger Sub, LLC, a Texas limited liability company and a wholly owned subsidiary of Accolade (“Merger Sub”), Innovation Specialists LLC d/b/a 2nd.MD, a Texas limited liability company (“2nd.MD”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely as Member Representative, pursuant to which Merger Sub will merge with and into 2nd.MD, with 2nd.MD continuing as the surviving company and as a wholly owned subsidiary of Parent (the “Merger”). 3.02 The information set forth above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. 7.01 On January 14, 2021, Accolade issued a press release and investor presentation announcing the execution of the Merger Agreement, copies of which are furnished as Exhibits 99.1 and 99.2. | tm213147d1_8k.htm |
| 2021-01-07 | 8-K | 2021-01-07 | 2.02 Results of Operations and Financial Condition | 2.02 On January 7, 2021, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended November 30, 2020. | tmb-20210107x8k.htm |
| 2020-11-09 | 8-K | 2020-11-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 On November 6, 2020, Accolade, Inc. (the “Company”) entered into a Third Amendment to Credit Agreement (the “Third Amendment”) to its existing Credit Agreement, dated as of July 19, 2019, as amended on August 21, 2020 and September 11, 2020 (the “Credit Agreement”), with (a) Comerica Bank in its capacity as administrative agent and lender, and (b) Western Alliance Bank as a lender. | tm2035356-1_8k.htm |
| 2020-10-14 | 8-K | 2020-10-14 | 2.02 Results of Operations and Financial Condition | 2.02 On October 14, 2020, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended August 31, 2020. | tmb-20201014x8k.htm |
| 2020-08-25 | 8-K | 2020-08-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 21, 2020, Accolade, Inc. (the “Company”) entered into a First Amendment to Credit Agreement (the “First Amendment”) to its existing Credit Agreement, dated as of July 19, 2019 (the “Credit Agreement”), with (a) Comerica Bank in its capacity as administrative agent and lender, and (b) Western Alliance Bank as a lender. | tmb-20200821x8k.htm |
| 2020-08-13 | 8-K | 2020-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 On August 13, 2020, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended May 31, 2020. | tmb-20200813x8k.htm |
| 2020-07-27 | 8-K | 2020-07-24 | 1.02 Termination of a Material Definitive Agreement | 1.02 On July 24, 2020, Accolade, Inc. repaid all of the outstanding obligations in respect of principal, interest, fees and expenses under the Loan and Security Agreement, dated as of January 30, 2017 (as amended by the First Amendment to Loan and Security Agreement, dated as of March 22, 2018, the Second Amendment to Loan and Security Agreement, dated as of July 19, 2019 and the Third Amendment to Loan and Security Agreement, dated as of May 7, 2020, the “Loan Agreement”), among Accolade, Inc., MD Insider, Inc., and Escalate Capital Partners SBIC III, LP. | tm2025789d1_8k.htm |
| 2020-07-10 | 8-K | 2020-07-07 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On July 7, 2020, Accolade, Inc. (the “Company”) filed an Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering of its common stock (the “IPO”). | tm2024543d1_8k.htm |