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Item 1.01
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Entry into a Material Definitive Agreement.
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Equitization and Exchange Agreement
On April 13, 2021, NantHealth, Inc. (the “Company”) entered into a transaction with Highbridge Capital Management, LLC and one of its affiliates (“Highbridge”) to exchange $5,000,000 of its $36,945,000 in existing convertible notes (the “Existing Highbridge Notes”) and with Cambridge Equities, L.P., an entity affiliated with Dr. Patrick Soon-Shiong, the Company’s Executive Chairman, to exchange $5,000,000 of its $10,000,000 in existing convertible notes (the “Existing Cambridge Notes”) for shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), pursuant to an Exchange Agreement dated as of April 13, 2021 (the “Exchange Agreement”).
The description of the Exchange Agreement contained herein is qualified in its entirety by reference to the Exchange Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Note Purchase Agreement
On April 13, 2021, the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with NaviNet, Inc. (the “Guarantor”) and certain buyers, including Highbridge and Nant Capital, LLC, an entity affiliated with Dr. Soon-Shiong, to issue and sell $137,500,000 in aggregate principal amount of its 4.50% convertible senior notes due 2026 (the “Convertible Notes”) in a private placement pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the buyers against certain liabilities.
The description of the Purchase Agreement contained herein is qualified in its entirety by reference to the Purchase Agreement attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.