Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Option Care Health, Inc. | tm2023446d1_ex99-1.htm |
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) June 26, 2020
OPTION CARE HEALTH, INC.
(Exact
name of registrant as specified in its charter)
| Delaware | 001-11993 | 05-0489664 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 3000 Lakeside Dr. Suite 300N, Bannockburn, IL 60015 | ||
| (Address of principal executive offices, including zip code) | ||
| (312) 940-2443 | ||
(Registrant’s telephone number, including area code)
| ||
| 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 Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | OPCH | NASDAQ Global Select Market | ||
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. ¨
| Item 8.01. | Other Events. |
As previously disclosed, Option Care Health, Inc. (the “Company”) completed its business combination with BioScrip, Inc. on August 6, 2019 (the “Merger”). In connection with the Company’s planned filing of a Registration Statement on Form S-3, the Company is now filing, as Exhibit 99.1 to this Current Report on Form 8-K, an unaudited pro forma combined statement of income for the year ended December 31, 2019, which gives effect to the Merger and certain related transactions as if they had occurred on January 1, 2019.
The unaudited pro forma financial information included as Exhibit 99.1 has been presented for informational purposes only. It does not purport to project the future financial position or operating results of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Unaudited pro forma combined statement of income for the year ended December 31, 2019 |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OPTION CARE HEALTH, INC. | ||
| Date: June 26, 2020 | By: | /s/ Michael Shapiro |
| Name: | Michael Shapiro | |
| Title: | Senior Vice President and Chief Financial Officer | |