UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on March 6, 2022, GoodRx Holdings, Inc. (“GoodRx” or the “Company”), through a wholly-owned subsidiary of the Company, entered into an agreement to acquire all of the outstanding shares of capital stock of vitaCare Prescription Services, Inc. (“vitaCare”) (the “Acquisition”), pursuant to the terms of a Stock Purchase Agreement (the “Purchase Agreement”), by and between the Company and TherapeuticsMD, Inc., the sole stockholder of vitaCare (the “Seller”).
The vitaCare Acquisition closed on April 14, 2022. At closing, the Company paid the Seller $150.0 million using cash on hand, with an additional $7 million of contingent consideration payable upon the achievement of certain milestone events through 2023. The Company also established a management incentive plan under which certain continuing employees would be eligible to receive up to $10 million of additional compensation upon achievement of certain performance milestones.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Businesses Acquired
The Company intends to file the financial statements required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.
(b) Pro Forma Financial Information
The Company intends to file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File, formatted in inline XBRL. | |
SIGNATURE
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.
| GOODRX HOLDINGS, INC. | ||
| By: | /s/ Karsten Voermann | |
| Name: | Karsten Voermann | |
| Title: | Chief Financial Officer | |
Date: April 15, 2022