Form 8-K - Current report

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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): September 27, 2024

 

 

BrightSpring Health Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-41938	82-2956404
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
805 N. Whittington Parkway
Louisville, Kentucky				40222
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 502 394-2100

 

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:

☐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
Common Stock, par value $0.01 per share		BTSG		The Nasdaq Stock Market LLC
6.75% Tangible Equity Units		BTSGU		The Nasdaq Stock Market LLC

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. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 27, 2024, the board of directors (the “Board”) of BrightSpring Health Services, Inc. (the “Company”) increased the number of directors serving on the Board from seven (7) to eight (8) members and appointed Dr. Steve Miller to the Board as a Class II director to fill the resulting vacancy. Dr. Miller will serve until the end of Class II’s term, which expires at the second annual meeting of stockholders following the date of the Company’s initial public offering. The Board also appointed Dr. Miller to serve as a member of the Audit Committee of the Board and as the chair of the Quality & Compliance and Governance Committee of the Board.

Dr. Miller will be compensated for his service as a director in accordance with the Company’s policy on non-employee director compensation. In connection with Dr. Miller’s appointment to the Board, the Company intends to enter into an indemnification agreement with Dr. Miller in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission.

There are no arrangements or understandings between Dr. Miller and any other person pursuant to which he was selected as a director. There has been no transaction, nor is there any currently proposed transaction, between Dr. Miller and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

In connection with the appointment of Dr. Miller to the Board, the Company issued a press release on September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release of BrightSpring Health Services, Inc., dated September 30, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

			BRIGHTSPRING HEALTH SERVICES, INC.
Date:	September 30, 2024	By:	/s/ Jennifer Phipps
			Name: Jennifer Phipps Title: Chief Accounting Officer

 

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FOR IMMEDIATE RELEASE

 

Media Contact:

Leigh White

[e-mail]

502.630.7412

 

 

BrightSpring Health Services, Inc. Welcomes Dr. Steve Miller to Board of Directors

 

Louisville, Ky., September 30, 2024 — BrightSpring Health Services (“BrightSpring” or “the Company”) (NASDAQ: BTSG), a leading provider of home- and community-based health services for complex populations, today announced that Dr. Steve Miller was appointed as a Class II member of the Board of Directors. Dr. Miller will also serve as a member of the Board’s Audit Committee and as the chair of the Board’s Quality & Compliance and Governance Committee.

 

As a nationally recognized advocate for greater access, affordability, and excellence in healthcare, Dr. Miller brings decades of experience to the Company as a medical researcher, clinician, and administrator across numerous healthcare settings and arenas.

 

Dr. Miller served as the Chief Clinical Officer for Cigna from 2018 to 2022, transitioning to an expert advisor role in 2022 for Cigna’s efforts across clinical policy, quality, and performance programs. Previously, Dr Miller was the Chief Medical Officer at Express Scripts from 2005 to 2018 and the Chief Medical Officer at Barnes-Jewish Hospital from 1999 to 2005. He is currently the Chief Medical Officer at MediBeacon, a medical technology company specializing in fluorescent tracer agents and transdermal measurement.

 

“We are excited to welcome Dr. Steve Miller, as a thought leader in healthcare, to our board,” said BrightSpring President and CEO Jon Rousseau. “Steve brings decades of experience as a clinical leader in the field, along with unique insights into drivers of patient success, from the lens of a clinician, medical administrator, and researcher. Dr. Miller will be a valued voice as we continue to work to create better solutions for patients and address challenging needs in healthcare.”

 

“I’m honored to join BrightSpring as a new Board member to help them succeed in their mission to better the lives of patients and communities,” said Dr. Steve Miller. “It has long been my focus to make a difference in healthcare. I believe my years of service as a clinician and researcher will bring a unique perspective to further drive innovation and success in the future, for BrightSpring, patients, and other key stakeholders in healthcare.”

 

Throughout his career, Dr. Miller has received countless awards and honors for his work, including the American Heart Association Scholar in Residence, the American Heart Association Clinician-Scientist Award, the Central Society for Clinical Research’s Young Investigator Award, Marquis Who’s Who in Medicine and Healthcare, the Olin School of Business Distinguished Alumni Award, and the Washington University Distinguished Alumni Award.

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About BrightSpring Health Services

BrightSpring Health Services provides complementary and integrated home- and community-based pharmacy and health solutions for complex populations in need of specialized and/or chronic care. Through the Company’s service lines, including pharmacy, home health care and primary care, and rehabilitation and behavioral health, we provide comprehensive care and clinical solutions in all 50 states to over 400,000 customers, clients and patients daily.

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Document And Entity Information	Sep. 27, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 27, 2024
Entity Registrant Name	BrightSpring Health Services, Inc.
Entity Central Index Key	0001865782
Entity Emerging Growth Company	false
Entity File Number	001-41938
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-2956404
Entity Address, Address Line One	805 N. Whittington Parkway
Entity Address, City or Town	Louisville
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40222
City Area Code	502
Local Phone Number	394-2100
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BTSG
Security Exchange Name	NASDAQ
Six Point Seven Five Percentage Tangible Equity Units [Member]
Document Information [Line Items]
Title of 12(b) Security	6.75% Tangible Equity Units
Trading Symbol	BTSGU
Security Exchange Name	NASDAQ

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