Apria, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-03-29: Form 8-K; Period of report 2022-03-29; Description 1.02 Termination of 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 1.02.
- 2022-03-24: Form 8-K; Period of report 2022-03-24; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2022-03-14: Form 8-K; Period of report 2022-03-14; Description 8.01 Other Events; Details 8.01.
- 2022-02-28: Form 8-K; Period of report 2022-02-28; Description 2.02 Results of Operations and Financial Condition.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-03-29 | 8-K | 2022-03-29 | 1.02 Termination of 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 | 1.02 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 2.01 The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. 3.01 In connection with the completion of the Merger, on March 29, 2022, Apria notified The Nasdaq Stock Market LLC (“NASDAQ”) that the transaction had closed and requested that NASDAQ (i) suspend trading of Apria Common Stock on NASDAQ, (ii) withdraw Apria Common Stock from listing on NASDAQ and (iii) file with the SEC a notification on Form 25 to delist Apria Common Stock from NASDAQ and deregister Apria Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 At the Effective Time, stockholders of Apria immediately prior to the completion of the Merger ceased to have any rights as stockholders of Apria other than the right to receive the Merger Consideration in accordance with the Merger Agreement. 5.01 The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 Compensatory Arrangements of Certain Officers. 5.03 At the Effective Time, the certificate of incorporation of Apria, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated by reference into this Item 5.03. | d298098d8k.htm |
| 2022-03-24 | 8-K | 2022-03-24 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 24, 2022, Apria, Inc. (“Apria”) held its special meeting of stockholders (the “Special Meeting”) in connection with the Agreement and Plan of Merger, dated January 7, 2022 (as amended or modified from time to time, the “Merger Agreement”), among Apria, Owens & Minor, Inc. (“Parent”) and StoneOak Merger Sub Inc. (“Merger Sub”), an indirect, wholly-owned subsidiary of Parent, pursuant to which Merger Sub will be merged with and into Apria and Apria will survive the merger as an indirect, wholly-owned subsidiary of Parent (the “Merger”). | d335635d8k.htm |
| 2022-03-14 | 8-K | 2022-03-14 | 8.01 Other Events | 8.01 As previously announced, on January 7, 2022, Apria, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Owens & Minor, Inc., a Virginia corporation (“Parent”), and StoneOak Merger Sub Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger as an indirect, wholly owned subsidiary of Parent. | d222023d8k.htm |
| 2022-02-28 | 8-K | 2022-02-28 | 2.02 Results of Operations and Financial Condition | apr-20220228x8k.htm | |
| 2022-01-10 | 8-K | 2022-01-07 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On January 10, 2022, the Company and Parent issued a joint press release announcing the transactions contemplated by the Merger Agreement. | d272724d8k.htm |
| 2021-11-04 | 8-K | 2021-11-04 | 2.02 Results of Operations and Financial Condition | apr-20211104x8k.htm | |
| 2021-10-07 | 8-K | 2021-10-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | apr-20211004x8k.htm | |
| 2021-08-05 | 8-K | 2021-08-05 | 2.02 Results of Operations and Financial Condition | tmb-20210805x8k.htm | |
| 2021-05-13 | 8-K | 2021-05-13 | 2.02 Results of Operations and Financial Condition | tmb-20210513x8k.htm | |
| 2021-05-06 | 8-K | 2021-05-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 4, 2021, the Board of Directors (the “Board”) of Apria, Inc. (the “Company”), upon the recommendation of the Board’s Corporate Governance and Nominating Committee, increased the size of the Board by two directors (to a total size of 11 directors) and filled the vacancies created by such increase by appointing Teresa Kline as a Class I director and Susannah Gray as a Class II director, in each case, to hold office until the next election of the class of directors for which such director has been appointed and until her successor shall be elected and qualified or until her earlier death, resignation, retirement, disqualification or removal. | d280420d8k.htm |
| 2021-03-30 | 8-K | 2021-03-30 | 2.02 Results of Operations and Financial Condition | 2.02 On March 30, 2021, Apria, Inc. (the “Company”) issued a press release announcing earnings for the fourth quarter and full year ended December 31, 2020. | d110331d8k.htm |
| 2021-02-16 | 8-K | 2021-02-10 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03. 5.02 Effective February 10, 2021, following the effective time of the Registration Statement, Mr. Devon Rinker was appointed to the board of directors of the Company, joining Messrs. 5.03 On February 10, 2021, the Company’s amended and restated certificate of incorporation (the “Charter”) became effective and the Company’s bylaws were also amended and restated (the “Bylaws”), each as contemplated by the Registration Statement. 8.01 On February 16, 2021, the Company completed the Offering. | d136449d8k.htm |