TRHC Tabula Rasa HealthCare Inc

 

Dear Stockholders:

You are cordially invited to attend a special meeting of stockholders (such meeting, including any adjournment or postponement thereof, the “special meeting”) of Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held on [  ], 2023 at [  ], Eastern Time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. You will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/TRHC2023SM and using the 16-digit control number included in the proxy materials. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” shall mean virtually present or represented by proxy at the special meeting.

As previously announced, on August 5, 2023, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with Locke Buyer, LLC, a Delaware limited liability company (“Parent”) and an affiliate of Nautic Partners, LLC (“Nautic”), and Locke Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), providing for, subject to the satisfaction or waiver (to the extent permitted by law) of specified conditions, the acquisition of the Company by Parent at a price of $10.50, without interest, per share of common stock, par value $0.0001 per share (“Company common stock”), of the Company issued and outstanding. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “surviving corporation”). If the merger is consummated, you will be entitled to receive an amount in cash equal to $10.50, without interest and subject to any required withholding taxes, in exchange for each share of Company common stock you own at the effective time of the merger (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The board of directors of the Company (the “Board”) has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously (i) determined and declared that it is advisable and fair to, and in the best interests of, the Company and the Company’s stockholders that the Company enter into the merger agreement and consummate the transactions contemplated by the merger agreement, including the merger, (ii) approved and declared advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, (iii) resolved to recommend that the Company’s stockholders vote to adopt the merger agreement and (iv) directed that the merger agreement be submitted to the Company’s stockholders entitled to vote for adoption.

At the special meeting, you will be asked to consider and vote on (i) a proposal to adopt the merger agreement (the “merger agreement proposal”), (ii) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the merger (the “advisory compensation proposal”) and (iii) a proposal to approve any adjournment of the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to adopt the merger agreement (the “adjournment proposal”). The Board recommends you vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the merger agreement and the merger. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto, as they contain important information about, among other things, the merger and how it affects you.

Your vote is important regardless of the number of shares of Company common stock that you own. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote thereon at the special meeting. Whether or not you plan to attend the special meeting, we want to make sure your shares are represented at the meeting. Please follow the voting instructions provided on the enclosed proxy card to submit your vote.

After reading the accompanying proxy statement, please authorize a proxy to vote your shares of Company common stock by completing, dating, signing and returning your proxy card, grant your proxy electronically over the Internet or telephonically as described in the accompanying proxy statement or vote your shares by attending and voting at the special meeting. Instructions regarding the methods of authorizing your proxy are detailed in the section of the accompanying proxy statement entitled “The Special Meeting—Voting Procedures”. If you attend the special meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your Company common stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Shareholders may call toll-free: (888) 750-5835

Banks and brokers may call: (212) 750-5833

On behalf of the Board, thank you for your continued support.

[  ], 2023

The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [  ], 2023, and, together with the enclosed form of proxy card, is first being mailed to the Company’s stockholders on or about [  ], 2023.

 

Notice is hereby given that a special meeting of stockholders (such meeting, including any adjournment or postponement thereof, the “special meeting”) of Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”), will be held on [     ], 2023 at [   ] Eastern Time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/TRHC2023SM and using the 16-digit control number included in the proxy materials. Whether or not you expect to virtually attend the Annual Meeting, please complete, date, sign, and return the proxy card, grant your proxy electronically over the Internet or telephonically as described in the accompanying proxy statement, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the special meeting. Even if you have voted by proxy, you may still vote if you virtually attend the special meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote online during the special meeting, you must obtain a 16-digit control number from such organization (typically found on their voting instruction form). For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” shall mean virtually present or represented by proxy at the special meeting. The special meeting will be held for the following purposes:

This proxy statement contains information relating to a special meeting of stockholders of Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”). All references to “Parent” refer to Locke Buyer, LLC, a Delaware limited liability company and an affiliate of Nautic Partners, LLC (“Nautic”); and all references to “Merger Sub” refer to Locke Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent. In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of August 5, 2023, by and among Parent, Merger Sub and the Company as the “merger agreement”.

The special meeting will be held on [  ], 2023 at [  ], Eastern Time (unless the special meeting is postponed or adjourned), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/TRHC2023SM and using the 16-digit control number included in the proxy materials. We are furnishing this proxy statement to holders (“Company stockholders”) of common stock, par value $0.0001 per share, of the Company (“Company common stock”) as part of the solicitation of proxies by the Company’s board, for exercise at the special meeting and at any postponements or adjournments thereof. This proxy statement is dated [  ], 2023 and is first being mailed to Company stockholders on or about [  ], 2023.

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting, the merger and the merger agreement. These questions and answers may not address all questions that may be important to you. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the merger agreement proposal and the other matters to be voted on at the special meeting described below under “—What proposals will be considered at the special meeting?”

The receipt of cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Please see the section of this proxy statement entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 71 for a more detailed description of the United States federal income tax consequences of the merger. You should consult your own tax advisor for a full understanding of how the merger will affect your federal, state, local and/or non-U.S. taxes.

If on [  ], 2023, you were a “record” holder of Company common stock (in other words, if you held Company common stock in your own name in the stock register maintained by our transfer agent, Equiniti Trust Co. (“Equiniti”)), then you are a stockholder of record on the record date, and you may vote online during the special meeting, vote by proxy over the telephone, vote by proxy via the internet, or vote by proxy card by completing, signing, dating and mailing the enclosed proxy card in the envelope provided. Whether or not you plan to virtually attend the special meeting, we recommend that you provide voting instructions promptly by proxy to ensure your vote is counted. You may still virtually attend the special meeting and vote online during the special meeting even if you have already voted by proxy.

If on [  ], 2023, you were the beneficial owner of Company common stock held in “street name” (in other words, if your Company common stock is held in the name of your bank, broker or other nominee), you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete and mail the proxy card received from your broker,

bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. Street name holders may vote online at the special meeting only if they obtain a 16-digit control number from their broker (typically found on their voting instruction form). If you hold your shares in street name and want to participate in the special meeting but did not receive a 16-digit control number, you must contact your broker for instructions to access the meeting.

For additional information on how to vote at the special meeting, please see the section of this proxy statement entitled “The Special Meeting—Voting Procedures” beginning on page 25.

At the special meeting and for 10 days prior to the special meeting, the names of Company stockholders entitled to vote at the special meeting will be available for inspection for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, at the Company’s principal executive offices located at 228 Strawbridge Drive, Suite 100, Moorestown, New Jersey 08057, by contacting the Corporate Secretary of the Company.

The meeting webcast will begin promptly at [  ] Eastern Time on [  ], 2023. Online access will begin at [  ] Eastern Time, and we encourage you to access the meeting prior to the start time. The virtual meeting platform is fully supported across browsers and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. We will have technicians ready to assist you with any technical difficulties you may have. You will have the ability to test the systems before the special meeting starts, and a technical support phone number will be provided when the meeting opens.

vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

A broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. The Company does not expect any broker non-votes at the special meeting because the rules applicable to banks, brokers and other nominees only provide such organization with discretionary authority to vote on proposals that are considered “routine”, whereas each of the proposals to be presented at the special meeting is considered “non-routine”. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the special meeting without receiving instructions.

For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger—Reasons for the Merger” beginning on page 47.

In addition, in considering the recommendation of the Board with respect to the merger agreement, you should be aware that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company stockholders generally. Please see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 68.

stockholders acquire record and/or beneficial ownership of after August 5, 2023, in favor of, among other things, the merger agreement proposal, with certain exceptions. For more information, please see the section of this proxy statement entitled “The Voting and Support Agreement” beginning at page 98.

As of September 6, 2023, the directors and executive officers of the Company beneficially owned in the aggregate 8,337,025 shares of Company common stock, or approximately 30.6% of the outstanding shares of Company common stock as of September 6, 2023. Although none of the directors or executive officers, other than Mr. Schrier, is obligated to vote to approve the merger agreement proposal, we currently expect that each of these individuals will vote all of his or her shares “FOR” each of the proposals to be presented at the special meeting.

These interests are described in more detail, and certain of them are quantified, in the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 68.

If your shares of Company common stock are held in a stock brokerage account by a bank, broker or other agent as a nominee, you are considered the beneficial owner of shares held in “street name”, and you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete and mail the proxy card received from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. Street name holders may vote online at the special meeting only if they obtain a 16-digit control number from their broker (typically found on their voting instruction form). If you hold your shares in street name and want to participate in the special meeting but did not receive a 16-digit control number, you must contact your broker for instructions to access the meeting. Without following the voting instructions provided by your broker, your common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the merger agreement proposal, assuming a quorum is present, and will not have any effect on the advisory compensation proposal and adjournment proposal.

For more detailed instructions on how to vote using one of these methods, please see the section of this proxy statement entitled “The Special Meeting—Voting Procedures” beginning on page 25.

Whether or not you plan to attend the special meeting, we urge you to vote now to ensure your vote is counted. You may still attend the special meeting and vote during the live webcast if you have already voted by proxy.

The approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote (in person or by proxy) of a majority of the votes cast on the proposal. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares or vote at the special meeting, or fail to instruct your bank, broker or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions will not be considered votes cast and therefore will have no effect on the outcome of the advisory compensation proposal or the adjournment proposal.

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If you hold your shares in “street name”, you will need to revoke or resubmit your proxy in accordance with the instructions provided by your broker, bank or other nominee. For more information, please see section of this proxy statement entitled “The Special Meeting—Voting Procedures” beginning on page 25.

Company shall cooperate and use their respective reasonable best efforts to cause the Company common stock to be delisted from NASDAQ and deregistered under the Exchange Act as promptly as reasonably practicable following the effective time, and, accordingly, the Company’s common stock will no longer be publicly traded.

With respect to the awards described above, the payments described above will be made, subject to any applicable withholding taxes, as promptly as reasonably practicable following the effective time (and in no event later than the first regularly scheduled payroll date following the effective time).

For more information, please see the section of this proxy statement entitled “The Merger—Treatment of Company Long-Term Incentive Awards” beginning on page 68.

In addition, each party’s obligation to effect the merger is subject to, among other things, the accuracy, truthfulness and correctness of certain representations and warranties of the other party, subject to certain materiality qualifications, and the compliance or performance by such other party in all material respects with its obligations required to be complied with or performed at or prior to the effective time.

For more information, please see the section of this proxy statement entitled “The Merger Agreement—Conditions of the Merger” beginning on page 93.

Under certain circumstances, the Company will be required to pay Parent a termination fee equal to $10,570,000 and, under certain other circumstances, Parent will be required to pay the Company a termination fee equal to $21,140,000. For more information, please see the section of this proxy statement entitled “The Merger Agreement—Termination Fees” beginning on page 95.

In order to reduce expenses, we are taking advantage of such SEC rules, unless we have received contrary instructions from one or more of the affected Company stockholders. If you have received notice from your bank, broker or other nominee that they will be “householding” communications to your address, such “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding”, please notify your bank, broker or other nominee and write or call us at the following address or phone number: Tabula Rasa HealthCare, Inc., Attention: Corporate Secretary, 228 Strawbridge Drive, Suite 100, Moorestown, New Jersey 08057, (856) 840-4860. Company stockholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their banks, brokers or other nominees. We will promptly deliver an additional copy of the proxy statement to any stockholder who so requests.

If you are currently a stockholder sharing an address with another of our stockholders and wish to have your future proxy materials householded, or if your materials are currently householded and you would prefer to receive separate materials in the future, please contact our Corporate Secretary at the above address or telephone number.

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Shareholders may call toll-free: (888) 750-5835

Banks and brokers may call: (212) 750-5833

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. For these statements, the Company claims the protections of the safe harbor for forward-looking statements contained in such sections. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “will,” “plan,” “project,” “seek,” “should,” “target,” “would,” and similar expressions or variations that are intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding the proposed merger and related matters; the expected timetable for completing the proposed merger; prospective performance and opportunities; general business outlook; filings and approvals relating to the transactions; the ability to complete the transactions considering the various closing conditions; and any assumptions underlying any of the foregoing.

Such forward-looking statements speak only as of the date as of this proxy statement, and are based on the beliefs and assumptions of the Company’s management based on information currently available to management. Such forward-looking statements are and will be, as the case may be, subject to risks, uncertainties and other important factors that may cause the actual results of the Company or its subsidiaries and the timing of certain events to differ materially from any future results expressed or implied by such forward-looking statements.

Factors that could cause or contribute to such differences include but are not limited to the following: (i) the risk that the proposed merger may not be completed in a timely manner or at all; (ii) the failure to receive, on a timely basis or otherwise, the required approval of the proposed merger by the Company’s stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the proposed merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed merger, including in circumstances which would require the Company to pay a termination fee; (vi) the effect of the announcement or pendency of the proposed merger on the Company’s ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, vendors, service providers and others with whom it does business, or its operating results and business generally; (vii) risks related to the proposed transaction diverting management’s attention from the Company’s ongoing business operations; (viii) the risk of stockholder litigation in connection with the proposed merger, including resulting expense or delay; and (ix) (A) any other risks discussed in Part I, Item 1A, “Risk Factors” in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and (B) other risk factors identified from time to time in other filings with the SEC. Filings with the SEC are available on the SEC’s website at www.sec.gov. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Other factors and assumptions not identified above may also affect the forward-looking statements, and these other factors and assumptions may also cause actual results to differ materially from those anticipated in such forward-looking statements.

The Company assumes no obligation to update such statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, and expressly disclaims any obligation to revise or update publicly any forward-looking statements, except as required by applicable law.

The Company is a healthcare technology company advancing the safe use of medications by creating solutions designed to empower pharmacists, providers, and patients to optimize medication regimens, combating medication overload and reducing adverse drug events. The Company’s advanced proprietary technology solutions, including MedWise®, identify causes of and risks for medication-related problems so that healthcare professionals can minimize harm and reduce medication-related risks. The Company’s software and services help drive value-based care by improving patient outcomes and lowering healthcare costs through reduced hospitalizations, emergency department visits, and healthcare utilization. The Company serves a number of different organizations within the healthcare industry, including health plans and at-risk provider groups, the majority of which are organizations with PACE. The Company’s principal executive offices are located at 228 Strawbridge Drive, Suite 100, Moorestown, New Jersey 08057, and its telephone number is (866) 648-2767. Shares of Company common stock are listed on NASDAQ under the trading symbol “TRHC”.

Parent is a Delaware limited liability company that was formed by Nautic solely for the purpose of entering into the merger agreement and related agreements and consummating the transactions contemplated thereby. Parent has not conducted any business operations other than in connection with its formation and the transactions and related agreements. Upon the consummation of the transactions contemplated by the merger agreement and related agreements, the Company will be a wholly-owned subsidiary of Parent.

The principal executive offices of Parent are located at 50 Kennedy Plaza, 12th Floor, Providence, RI 02903, and its telephone number is (401) 278-6770.

Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Parent that was formed solely for the purpose of entering into the merger agreement and related agreements and consummating the transactions contemplated thereby. Merger Sub has not conducted any business operations other than in connection with its formation and the transactions contemplated by the merger agreement and related agreements. Upon the consummation of the transactions contemplated by the merger agreement and related agreements, Merger Sub will cease to exist.

The principal executive offices of Merger Sub are located at 50 Kennedy Plaza, 12th Floor, Providence, RI 02903, and its telephone number is (401) 278-6770.

We are furnishing this proxy statement to the holders of Company common stock as part of the solicitation of proxies by the Board for exercise at the special meeting and at any postponements or adjournments thereof.

The special meeting of Company stockholders will be held on [  ], 2023 at [  ], Eastern Time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting virtualshareholdermeeting.com/TRHC2023SM and using the 16-digit control number included in the proxy materials. All stockholders are entitled to attend the special meeting; however, you will only be entitled to vote at the special meeting if you were a stockholder of record at the close of business on [  ], 2023, the record date for the special meeting, or if you were a beneficial owner of Company common stock as of the record date.

The special meeting is being held for the following purposes:

A copy of the merger agreement is attached as Annex A to this proxy statement.

The Board has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously (i) determined and declared that it is advisable and fair to, and in the best interests of, the Company and the Company’s stockholders, that the Company enter into the merger agreement and consummate the transactions contemplated by the merger agreement, (ii) approved and declared the advisability of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, (iii) recommended that the Company’s stockholders entitled to vote adopt the merger agreement and (iv) directed that the merger agreement be submitted to the Company’s stockholders entitled to vote for adoption. Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger—Reasons for the Merger” beginning on page 47.

Only the Company’s stockholders of record at the close of business on [  ], 2023, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. As of the close of business on the record date, there were [  ] shares of Company common stock outstanding and entitled to vote. Each Company stockholder is entitled to one vote per share of Company common stock held by such Company stockholder on the record date on each of the proposals presented in this proxy statement.

At the special meeting and for 10 days prior to the special meeting, the names of Company stockholders entitled to vote at the special meeting will be available for inspection for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, at the Company’s principal executive offices located at 228 Strawbridge Drive, Suite 100, Moorestown, New Jersey 08057, by contacting the Corporate Secretary of the Company.

The holders of a majority of all of the outstanding shares of stock entitled to vote at the special meeting, present in person or represented by proxy, constitutes a quorum of Company stockholders for the transaction of business at the special meeting. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special

meeting. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum. Broker non-votes will not be counted as shares present for purposes of determining the presence of a quorum unless your bank, broker or other nominee has been instructed to vote on at least one of the proposals presented in this proxy statement.

If a quorum is not present or represented at the special meeting of the Company stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or by proxy, may adjourn the special meeting, without notice, if the time and place of the adjourned meeting, if any, are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies.

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote on the matter. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal or adjournment proposal and vice versa.

Abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have the same effect as a vote “AGAINST” the merger agreement proposal.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

The vote on the advisory compensation proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal and vice versa. In addition, because the vote on the advisory compensation proposal is advisory only, it will not be binding on the Company, the Board, Parent or the surviving corporation. Therefore, because the Company is contractually obligated to pay the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger, if the merger is approved by our stockholders, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the advisory compensation proposal.

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting (whether or not a quorum is present). Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa.

Approval of the advisory compensation proposal and the adjournment proposal is not a condition to the consummation of the merger.

A broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. The Company does not expect any broker non-votes at the special meeting

because the rules applicable to banks, brokers and other nominees only provide such organizations with discretionary authority to vote on proposals that are considered “routine”, whereas each of the proposals to be presented at the special meeting is considered “non-routine”. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the special meeting without receiving instructions.

Whether or not you plan to attend the special meeting and regardless of the number of shares of Company common stock you own, your careful consideration of, and vote on, the merger agreement is important and we encourage you to vote promptly.

If on [  ], 2023, you were a record holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, Equiniti) and to ensure that your shares of Company common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting, using one of the following three methods.

You may also vote by attending the special meeting and voting during the live webcast.

If on [  ], 2023, you were the beneficial owner of Company common stock held in “street name” (in other words, if your Company common stock is held in the name of your bank, broker or other nominee), you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete and mail the proxy card received from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. Street name holders may vote online at the special meeting only if they obtain a 16-digit control number from their broker (typically found on their voting instruction form). If you hold your shares in street name and want to participate in the special meeting but did not receive a 16-digit control number, you must contact your broker for instructions to access the meeting. Without following the voting instructions provided by your broker, your common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the merger agreement proposal and will not have any effect on the advisory compensation proposal and adjournment proposal.

For additional questions about the merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Innisfree M&A Incorporated, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll-free at (888) 750-5835.

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If you are a holder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies therein will vote in favor of the merger agreement proposal, the advisory compensation proposal and the adjournment proposal.

For Company stockholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If you hold your shares in “street name”, you will need to revoke or resubmit your proxy in accordance with the instructions provided by your broker, bank or other nominee. If your broker, bank or other nominee allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone (or by mail). In order to attend the special meeting and vote during the webcast, which will have the same effect as revoking any previously submitted voting instructions, follow the instructions provided by your broker, bank or other nominee for purposes of attending and participating in the special meeting.

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request brokers to solicit their customers and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and SEC and NASDAQ regulations. We may also use the services of our directors, officers and other employees to solicit proxies, personally or by telephone, without additional compensation. In addition, the Company has retained Innisfree M&A Incorporated, 501 Madison Avenue, 20th floor; New York, New York 10022, to solicit proxies at a total cost to the Company of approximately $25,000, plus reimbursement of customary out-of-pocket expenses.

If a quorum is not present or represented at the special meeting, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or by proxy, may adjourn the special meeting, without notice, provided that the time and place of the adjourned meeting, if any, are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies. At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the special meeting.

On August 5, 2023, concurrently with the execution of the merger agreement, the Indaba stockholders, each of which is affiliated with Mr. Schrier and which, as of August 5, 2023, collectively beneficially owned approximately 24.3% of the outstanding shares of Company common stock, entered into the voting and support agreement with the Company and Parent. Pursuant to the voting and support agreement, the Indaba stockholders, solely in their capacity as Company stockholders, have agreed during the term of the voting and support agreement to, among other things, vote all of their shares of Company common stock owned of record or beneficially as of August 5, 2023, and any

additional shares of Company common stock that the Indaba stockholders acquire record and/or beneficial ownership of after August 5, 2023, in favor of, among other things, the merger agreement proposal, with certain exceptions. For more information, please see the section of this proxy statement entitled “The Voting and Support Agreement” beginning at page 98.

As of September 6, 2023, the directors and executive officers of the Company beneficially owned in the aggregate 8,337,025 shares of Company common stock, or approximately 30.6% of the outstanding shares of Company common stock as of September 6, 2023. Although none of the directors or executive officers, other than Mr. Schrier, is obligated to vote to approve the merger agreement proposal, we currently expect that each of these individuals will vote all of his or her shares “FOR” each of the proposals to be presented at the special meeting.

The Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company stockholders generally. For more information, please see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 68.

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. They will instead receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Company common stock who (i) continuously holds such shares through the effective time, (ii) has not consented to or otherwise voted in favor of the merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such shares and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined in the section of this proxy statement entitled “The Merger—Appraisal Rights”), will be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled “The Merger—Appraisal Rights”.

Pursuant to the DGCL and the Company’s by-laws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

If you have any questions or need assistance in completing your proxy card or have questions regarding the special meeting, please contact Innisfree M&A Incorporated, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll free at (888) 750-5835. Brokers may call at (212) 750-5833.

We are asking holders of Company common stock to vote on a proposal to adopt the merger agreement. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger and the merger agreement, including the information set forth under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement”. A copy of the merger agreement is attached as Annex A to this proxy statement. Approval of this proposal is a condition to the consummation of the merger. In the event this proposal is not approved, the merger cannot be consummated.

The Board recommends a vote “FOR” the approval of the merger agreement proposal.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking holders of Company common stock to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger. As required by those rules, we ask the holders of Company common stock to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the merger, as disclosed in the table entitled “Potential Payments to Named Executive Officers”, including the associated narrative discussion, and the agreements, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on executive compensation payable in connection with the consummation of the merger is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve such compensation and vice versa. Because the vote is advisory in nature only, it will not be binding on the Company or the Board; as the Company is contractually obligated to pay such compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

The Board recommends a vote “FOR” the approval of the advisory compensation proposal.

The special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary, to obtain additional votes to approve the merger agreement proposal. The Company currently does not intend to propose adjournment of the special meeting if there are sufficient votes in favor of the merger agreement proposal.

The Company is asking you to authorize the holder of any proxy solicited by the Board to vote in favor of any adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the merger agreement proposal at the time of the special meeting.

The Board recommends a vote “FOR” the approval of the adjournment proposal.

The Company is seeking the adoption by the holders of Company common stock of the merger agreement the Company entered into on August 5, 2023 with Parent and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent. The Board has unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommends that Company stockholders vote to adopt the merger agreement.

The following chronology summarizes key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of, by, with or among members of the Board, the Company’s management, the Company’s financial advisors, legal advisors or other representatives, Nautic, CPRx or its financial advisors, legal advisors, affiliates or other representatives or any other person.

As part of their ongoing review of the Company’s business, in concert with the Company’s financial and legal advisors, the Board and the Company’s senior management team periodically review and evaluate the Company’s business and operations, long-term strategy, capital structure and requirements, competitive position, historical performance, future prospects and opportunities to increase stockholder value. These reviews have, from time to time, included discussions as to whether the Company should continue to execute on its strategy as a stand-alone company, consider alternative capital allocation approaches, pursue various acquisitions or divestitures or pursue a sale of the Company, considering whether any such potential alternative would enhance stockholder value along with the potential benefits and risks of any potential alternative.

On March 17, 2022, John Figueroa, the CEO of CPRx Holding Company, LLC (f/k/a CarepathRx Holding Company, LLC) (“CPRx”), a portfolio company of Nautic, had a call with Dr. Calvin Knowlton, the Chief Executive Officer of the Company at such time, during which Mr. Figueroa expressed interest in a potential strategic transaction with the Company.

On March 18, 2022, a representative of Cantor Fitzgerald, L.P. (“Cantor”), who would eventually become Nautic’s financial advisor, had a call with Frank Sparacino, the Senior Vice President, Investor Relations and Corporate Development of the Company, during which Cantor communicated that Nautic and other parties might be interested in a potential transaction involving the Company’s PACE pharmacy business. Mr. Sparacino indicated that the PACE business was unlikely to be sold at that time.

On April 8, 2022, CPRx Holdings, LLC (f/k/a CarepathRx Holdings, LLC), an affiliate and indirect subsidiary of CPRx, and the Company entered into a customary non-disclosure agreement to facilitate the exchange of information in connection with a potential business relationship between the parties.

On April 13, 2022, representatives of CPRx and the Company met in-person at the Company’s offices in New Jersey and continued discussions regarding a potential strategic transaction with the Company.

On May 17 and May 18, 2022, representatives of CPRx and the Company met again in-person at CPRx’s offices in Ohio and continued discussions regarding a potential strategic transaction with the Company.

On May 20, 2022, Indaba Capital Management, L.P. (“Indaba”) and certain of its affiliates filed a Schedule 13G with the SEC disclosing that it had acquired a 14.99% interest in the Company common stock, and on June 1, 2022, Indaba filed a Schedule 13D disclosing a 19.99% interest in the Company common stock. Over the course of the following months, Indaba and the Company communicated telephonically and electronically regarding, among other things, the Company’s corporate governance practices, the Company’s financial performance, Indaba’s equity interest in the Company and its holdings of 2026 Convertible Notes and Indaba’s views on the Company’s strategy, including with respect to the Company’s previously announced plans to sell non-core assets, of which Indaba had expressed support.

On July 2, 2022, the Board, together with members of Company management and representatives of Morgan, Lewis & Bockius LLP (“Morgan Lewis”), legal advisor to the Company, met and discussed, among other items, Dr. C. Knowlton’s conversations with CPRx regarding CPRx’s interest in a potential acquisition of the Company.

On July 7, 2022, A Gordon Tunstall, Lead Independent Director of the Board, and representatives of Nautic, CPRx, Exact Care Pharmacy, LLC, a portfolio company of Nautic, and Cantor met in-person in Philadelphia for a discussion regarding the business. No negotiations with respect to potential transaction terms or price were conducted during this meeting.

On July 11, 2022, the Board, together with members of Company management and representatives of Morgan Lewis, met and discussed, among other items, the status of discussions with CPRx regarding CPRx’s interest in a potential acquisition of the Company. At the meeting, Dr. C. Knowlton provided an update on recent discussions with CPRx, which had communicated to Dr. C. Knowlton that it expected to submit a letter of intent in respect of a potential strategic transaction to acquire the Company.

On July 22, 2022, Indaba filed an amendment to Schedule 13D disclosing it had increased its interest in the Company common stock to 25.00%.

On July 24, 2022, the Board, together with members of Company management and representatives of RBC Capital Markets (“RBC”), the Company’s financial advisor at such time, FGS Global, the Company’s public relations advisor at such time, Morgan Lewis and Carlton Fields LLP (“Carlton Fields”), counsel for certain of the independent directors of the Board, at such time, met to discuss, among other items, the Company’s strategic process to explore a potential sale of non-core assets, as announced during the first quarter of 2022, and recent discussions with Nautic and CPRx.

On July 25, 2022, in response to Indaba’s continued accumulation of Company common stock, and after consultation with its outside financial and legal advisors, the Board unanimously resolved to adopt a limited-duration stockholder rights plan (the “Rights Plan”). As adopted, the Rights Plan would have caused substantial dilution to any person or group who acquired beneficial ownership of more than 10% of the Company common stock without Board approval (or, in the case of Indaba, more than its then-existing stake). The Rights Plan was effective immediately and subject to expiration by its terms on July 25, 2023.

On July 27, 2022, Indaba delivered to the Company a stockholder inspection demand letter pursuant to Section 220 of the DGCL (the “220 Demand Letter”) in order to inspect the Company’s books and records in connection with certain corporate governance matters.

On July 28, 2022, Indaba filed an amendment to Schedule 13D disclosing the 220 Demand Letter and that it had increased its interest in the Company common stock to 25.23% (based on purchases prior to the effectiveness of the Rights Plan).

Also on July 28, 2022, Nautic, together with CPRx, submitted a preliminary, non-binding indication of interest to the Board proposing to acquire all of the outstanding shares of common stock at a price of $5.25 in cash per share, subject to the completion of due diligence, negotiation of definitive transaction documents, investment committee approval and other conditions (the “July 28, 2022 Offer”), including that the offer would not be contingent on obtaining financing. The July 28, 2022 Offer represented a 26% premium to the Company common stock’s closing share price of $4.18 on July 27, 2022, the most recent trading day prior to receipt of the July 28, 2022 Offer. In its letter, Nautic specified that engagement with Indaba would be required given Indaba’s significant shareholdings. As of July 28, 2022, Indaba was not aware of Nautic’s prior discussion with the Board concerning a potential acquisition transaction.

On July 28, 2022, after conversations with members of the Board, a representative of RBC had a call with a representative of Cantor during which the RBC representative communicated that the July 28, 2022 Offer was disappointing and that Nautic would need to provide a substantially higher proposal by Sunday, July 31, 2022 for the Board to consider engaging in discussions.

On July 29, 2022, the Board, together with members of Company management and representatives of RBC and Morgan Lewis, met and discussed, among other items, the July 28, 2022 Offer. At the meeting, representatives of Morgan Lewis reviewed with the Board its fiduciary duties and other legal matters in the context of a review of a potential sale transaction. Representatives of RBC reviewed with the Board the key terms of the July 28, 2022 Offer and provided an update on their recent communications with Cantor and the July 31, 2022 deadline.

On August 1, 2022, Nautic and CPRx submitted to RBC an updated non-binding proposal to acquire all of the outstanding shares of the Company common stock at an increased price of $7.25 in cash per share of common stock, but otherwise on the same terms as the July 28, 2022 Offer (the “August 1, 2022 Offer”). The August 1, 2022 Offer

represented a 63% premium to the Company common stock’s closing share price of $4.45 on July 29, 2022. In connection with its increased offer, Nautic and CPRx requested that the Company enter into an exclusivity agreement with CPRx providing for an exclusivity period through August 31, 2022 to permit Nautic and CPRx to finalize documentation in respect of the transaction.

On August 2, 2022, the Board, together with members of Company management and representatives of RBC and Morgan Lewis, met and discussed, among other items, the August 1, 2022 Offer. Representatives of RBC reviewed with the Board the key terms of the August 1, 2022 Offer, including changes from the July 28, 2022 Offer, and indicated further analysis would be required before RBC could provide a more fulsome assessment of the August 1, 2022 Offer.

On August 5, 2022, the Board, together with members of Company management and representatives of RBC, FGS Global and Morgan Lewis, met to evaluate the August 1, 2022 Offer. At the meeting, representatives of RBC presented materials summarizing the August 1, 2022 Offer, the Company’s historical stock price performance and preliminary benchmarking data. The Board discussed the appropriate counterproposal range with RBC, agreed upon a counterproposal amount of $13.00 per share and directed RBC to communicate the counterproposal to Nautic by August 8, 2022.

On August 7, 2022, a representative of RBC had a call with a representative of Cantor, during which the RBC representative communicated the Board’s counterproposal of $13.00 per share.

On August 8, 2022, a representative of Cantor had a call with a representative of RBC, during which the Cantor representative communicated that Nautic would not accept the Board’s counterproposal of $13.00 per share.

On August 16, 2022, Cantor on behalf of Nautic and CPRx submitted to RBC an updated non-binding proposal to acquire all of the outstanding shares of the Company common stock at an increased price of up to $8.00 in cash per share of common stock, subject to substantially similar conditions as the July 28, 2022 Offer (the “August 16, 2022 Offer”). The August 16, 2022 Offer represented a 51% premium to the Company common stock’s closing share price of $5.31 on August 15, 2022. Cantor on behalf of Nautic and CPRx characterized the August 16, 2022 Offer as their “best offer” and requested that the Company respond by August 23, 2022.

On August 19, 2022, the Board, together with members of Company management and representatives of Morgan Lewis and Carlton Fields, met to discuss engaging in settlement discussions with Indaba with respect to the 220 Demand Letter and related matters. Over the next several weeks, the Company, Indaba and their respective advisors engaged in settlement discussions in relation to such matters.

On August 21, 2022, the Board, together with members of Company management and representatives of RBC and Morgan Lewis, met to discuss the August 16, 2022 Offer. At the meeting, representatives of RBC reviewed with the Board the key terms of the August 16, 2022 Offer. The Board and RBC discussed potential next steps with respect to the August 16, 2022 Offer, including potential market outreach to determine if higher offers may be available.

On August 25, 2022, the Board, together with members of Company management and representatives of Morgan Lewis, met to discuss, among other items, the August 16, 2022 Offer. At the meeting, the Board and Morgan Lewis discussed potential next steps with respect to the August 16, 2022 Offer. Following these discussions, in view of ongoing settlement discussions with Indaba, the Board determined to defer responding to Nautic regarding the August 16, 2022 Offer.

On August 29, 2022, a representative of Cantor communicated to a representative of RBC that Nautic would formally rescind the August 16, 2022 Offer if there was no response. Representatives of RBC suggested the Company was working on a cooperation agreement with Indaba.

On September 13, 2022, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Indaba pursuant to which, among other things, (a) the 220 Demand Letter was withdrawn, (b) Dr. C. Knowlton and Dr. Orsula Knowlton resigned as Chief Executive Officer of the Company and as Co-President and Chief Marketing & New Business Development Officer of the Company, respectively, and from the Board, (c) Brian W. Adams was appointed as the Company’s Interim Chief Executive Officer, (d) the Board appointed Jonathan D. Schwartz and Derek C. Schrier, Managing Partner and Chief Investment Officer of Indaba, as members of the Board to fill the vacancies created by the resignation of the Drs. Knowlton, (e) Mr. Tunstall stepped down as the Board’s Lead Independent Director and was to resign upon the earlier of (1) the appointment of a third, new independent director designated by Indaba in accordance with the Cooperation Agreement and (2) December 31, 2022, (f) Michael Purcell

was appointed Independent Chair of the Board, and (g) the Company formed a Strategic Review Committee (the “Strategic Review Committee”) comprised of Messrs. Schwartz and Schrier and Dr. Jan Berger to oversee the Company’s then ongoing strategic process relating to the sale of non-core assets of the Company and to explore other value creation opportunities with a view toward maximizing stockholder value, including the discussions with Nautic and delegated such Strategic Review Committee authority to explore such opportunities subject to overall approval by the Board.

On September 14, 2022, Indaba filed an amendment to its Schedule 13D disclosing the Cooperation Agreement and that its ownership had been reduced to a 24.84% interest in the Company common stock.

On September 15, 2022, representatives of Nautic had a call with members of the Strategic Review Committee, during which call representatives of Nautic communicated that Nautic remained interested in acquiring the Company for no more than $8.00 in cash per share of common stock and provided Nautic’s perspective on the potential combination of the Company with certain of Nautic’s portfolio companies following pending divestitures of certain assets and businesses by CPRx.

The Strategic Review Committee did not initiate further discussions with Nautic regarding a potential strategic transaction to acquire the Company at that time.

On September 29, 2022, representatives of Nautic placed another call with members of the Strategic Review Committee, during which representatives of Nautic reiterated Nautic’s interest in acquiring the Company for no more than $8.00 in cash per share of common stock. The Strategic Review Committee did not engage in or arrange for further discussions with Nautic regarding a potential strategic transaction to acquire the Company.

On October 7, 2022, the Strategic Review Committee, together with members of Company management, met and discussed, among other things, the Company’s strategic process relating to a potential sale of non-core assets and the status of discussions with Nautic and whether to re-engage in discussions with Nautic in connection with the Company’s exploration of potential strategic alternatives.

On October 10, 2022, the Board appointed Ronald Mitchell to the Board to fill the vacancy created by the resignation of Mr. Tunstall, who resigned on October 6, 2022 pursuant to the terms of the Cooperation Agreement following notification that Indaba had identified a new independent director consistent with the terms of the Cooperation Agreement. Mr. Mitchell was also appointed to serve on the Board’s Compensation Committee and Strategic Review Committee. In addition, the Board appointed Mr. Purcell to serve on the Strategic Review Committee to fill the vacancy created by the resignation of Mr. Schwartz from the Strategic Review Committee.

On October 27, 2022, representatives of Nautic placed another call to Mr. Schrier, as a member of the Strategic Review Committee, during which representatives of Nautic again reiterated Nautic’s interest in acquiring the Company for no more than $8.00 in cash per share of common stock. Mr. Schrier indicated that the Strategic Review Committee would consider an in-person meeting between representatives of Nautic and members of the Strategic Review Committee and Company management to further discuss Nautic’s interest in a potential strategic transaction to acquire the Company.

On October 31, 2022, the Strategic Review Committee, together with members of Company management and a representative of O’Melveny & Myers LLP (“O’Melveny”), the Company’s legal advisor for the sale of non-core assets, met and discussed, among other things, the Company’s strategic process relating to the potential sale of non-core assets and the status of discussions with Nautic. The Strategic Review Committee discussed the need for the Company to consider engaging additional financial and legal advisors in connection with its exploration of potential strategic alternatives, as well as the Company’s development of an updated long-term financial model.

On November 9, 2022, a member of the Strategic Review Committee had a call with representatives of Nautic, during which call the member of the Strategic Review Committee noted that CPRx had recently completed divesting certain assets and businesses previously indicated by Nautic, and to discuss the potential in-person meeting between Nautic and the Company.

On November 18, 2022, members of the Strategic Review Committee and Company management met in person with representatives of Nautic and CPRx in Cantor’s offices in New York, during which representatives of the Company provided a general update on the Company and representatives of Nautic reviewed Nautic’s latest offer to acquire the Company, and reiterated that Nautic remained interested in acquiring the Company for no more than $8.00 in cash per share of common stock.

On November 22, 2022, the Board met, together, with a representative of Company management and a representative of O’Melveny, and discussed, among other items, the recent work of the Strategic Review Committee in connection with its exploration of potential strategic alternatives, including the recent discussions that members of the Strategic Review Committee and management had with Nautic and the Strategic Review Committee’s ongoing process of identifying potential financial and legal advisors for the Board’s consideration.

On December 19, 2022, the Board, together with members of Company management and a representative of O’Melveny, met to discuss, among other items, the Strategic Review Committee’s recommendations for additional legal and financial advisors in connection with the Company’s exploration of potential strategic alternatives. The Board approved the engagement of Cravath, Swaine & Moore LLP (“Cravath”) as the Company’s legal advisor in connection therewith.

On January 9, 2023, the Board met, together with representatives of Cravath, and discussed the Strategic Review Committee’s recommendation of Goldman Sachs & Co. LLC (“Goldman Sachs”) as the Company’s financial advisor in connection with the Company’s exploration of potential strategic alternatives. Representatives of Cravath gave an overview of the Board’s fiduciary duties in analyzing strategic alternatives and summarized a proposed engagement letter with Goldman Sachs. The Board also received a customary disclosure letter from Goldman Sachs in advance of entering into the engagement letter in respect of certain relationships between Goldman Sachs and the Company and Nautic, its affiliates and certain other related parties. The Board voted to approve the engagement of Goldman Sachs and the Company’s entry into the Goldman Sachs engagement letter, based on Goldman Sachs’ status as an internationally recognized investment firm with substantial experience in similar transactions, including those in the healthcare industry, and familiarity with the Company.

On January 10, 2023, the Company formally engaged Goldman Sachs as financial advisor in connection with the exploration of strategic alternatives and the potential execution of one or more transactions in connection with such review.

On February 8, 2023, Nautic initiated contact with representatives of Goldman Sachs, and communicated Nautic’s interest in a potential acquisition of the Company.

On February 10, 2023, the Strategic Review Committee, together with members of Company management and a representative of O’Melveny, met and discussed, among other things, the Company’s strategic process relating to the sale of non-core assets and recent updates received from representatives of Goldman Sachs. The Strategic Review Committee discussed Nautic’s recent outreach to representatives of Goldman Sachs, who had been directed not to respond to Nautic until authorized to do so by the Strategic Review Committee. The Strategic Review Committee noted that representatives of Goldman Sachs would review certain materials regarding the Company’s capital structure at the next Board meeting.

On February 28, 2023, the Board met, together with members of Company management and representatives of Goldman Sachs and Cravath, to discuss, among other items, capital structure considerations and a potential strategic transaction with Nautic. Representatives of Goldman Sachs reviewed certain materials on, among other things, the Company’s existing capital structure, options to address the 2026 Convertible Notes and timing for any liability management transactions with respect to the 2026 Convertible Notes (Mr. Schrier recused himself for the portion of the meeting relating to the 2026 Convertible Notes). The Board discussed the challenges of refinancing the 2026 Convertible Notes in light of the principal amount outstanding and the risks of significant equity dilution in connection with any transaction to refinance or otherwise extend the maturity of the 2026 Convertible Notes. A representative of Goldman Sachs then updated the Board on its recent communications with Nautic and reviewed its preliminary financial analysis of the Company. The Board and its advisors discussed the communications with Nautic to date, and potential next steps to engage with Nautic, additional potential counterparties regarding a strategic transaction and the process and timing for engaging with additional potential counterparties. Following these discussions, the Board determined to authorize the Strategic Review Committee to coordinate with the Company’s advisors to explore a potential sale of the Company.

On March 7, 2023, the Strategic Review Committee, together with representatives of Goldman Sachs and Cravath, met to discuss the interest expressed by Nautic and options regarding engaging with additional potential counterparties regarding a strategic transaction. Representatives of Goldman Sachs provided, among other things, a review of potential counterparties and a timeline for a process to engage with other potential counterparties.

On March 10, 2023, at the direction of the Strategic Review Committee and the Board, representatives of Goldman Sachs formally contacted Nautic regarding a potential strategic transaction involving the Company and informed Nautic that the Company was interested in engaging in further discussions regarding a potential strategic transaction.

On March 12, 2023, Nautic, together with CPRx, submitted a preliminary, non-binding indication of interest to the Board proposing to acquire all of the outstanding shares of common stock at a price of $8.00 in cash per share (unchanged from the August 16, 2022 Offer), subject to the completion of due diligence, negotiation of definitive transaction documents, investment committee approval and certain other conditions (the “March 12 Offer”), including that the offer would not be contingent on obtaining financing. As with Nautic’s prior proposals, the proposed transaction would result in the acquiror assuming the 2026 Convertible Notes in full, including all risks relating to obligations for payment or redemption thereunder. The March 12 Offer represented a 45% premium to the Company common stock’s closing share price of $5.51 on March 10, 2023, the most recent trading day prior to the March 12 Offer. In its letter, Nautic requested that the Company enter into an exclusivity agreement with CPRx providing for an exclusivity period through April 30.

On March 12 and 15, 2023, members of the Strategic Review Committee, together with representatives of Goldman Sachs and Cravath, had calls and met electronically to discuss the March 12 Offer. At the March 15, 2023 meeting, representatives of Goldman Sachs provided an update on events subsequent to the February 28, 2023 Board meeting and reviewed the March 12 Offer with the Strategic Review Committee. The Strategic Review Committee also discussed the process for engaging with Nautic and other potential counterparties, including the scope of potential counterparties for outreach, and representatives of Goldman Sachs reviewed certain potential counterparties who might have the financial ability to support a transaction with the Company. Following these discussions, the Strategic Review Committee determined to recommend that the Board authorize Goldman Sachs to (a) communicate to Nautic that the Company would be willing to facilitate Nautic’s due diligence with the expectation that Nautic would need to submit a higher proposal in order to continue discussions and (b) initiate contact with a select number of other potential counterparties discussed during such meeting regarding a strategic transaction.

On March 16, 2023, the Board, together with members of Company management and representatives of Morgan Lewis, Goldman Sachs and Cravath, met to evaluate the March 12 Offer and the possibility of initiating a process to explore strategic alternatives with other parties. At the meeting, representatives of Cravath gave an overview of the Board’s fiduciary duties in analyzing strategic alternatives and representatives of Goldman Sachs reviewed with the Board the March 12 Offer, its preliminary financial analysis of the Company and potential options, including confidentially engaging with a targeted set of potential strategic counterparties, which option was recommended by the Strategic Review Committee. The Board considered the risks to the Company and its business inherent in a potential sale process, including: distraction in operating the business; potential market leaks and rumors; potential stock price volatility; potential disruption of existing customer relationships; potential loss of prospective customer deals in the pipeline; and potential challenges relating to employee retention. Representatives of Goldman Sachs reviewed certain potential counterparties who might have the financial ability to support a transaction with the Company. The Board also considered the process for engaging with other potential counterparties and the scope of potential counterparties that may have strategic interest in acquiring the Company and the financial ability to do so. Following these discussions, the Board concluded that, while Nautic’s proposal was not sufficiently attractive to commence negotiations with Nautic or to grant Nautic exclusivity at that time, the Company would offer to sign a new non-disclosure agreement with Nautic to facilitate a limited period of due diligence to allow Nautic an opportunity to further clarify and improve its proposal and directed representatives of Goldman Sachs to initiate contact with a select number of potential counterparties discussed during such meeting regarding a strategic transaction in parallel with Nautic’s due diligence process.

On March 23 and 28, 2023, the Board, together with members of Company management and representatives of Morgan Lewis, Goldman Sachs and Cravath, met to discuss, among other items, the Company’s capital structure and long-term financial model and projections. Mr. Schrier, on behalf of Indaba and not in his capacity as a member of the Board, first provided a presentation to the Board on Indaba’s views with respect to the liability management options available to the Company to address the upcoming maturity of the 2026 Convertible Notes. After Messrs. Mitchell and Schrier recused themselves, representatives of Cravath reviewed with the remaining members of the Board certain legal matters relating to the 2026 Convertible Notes, and representatives of Goldman Sachs provided perspectives on potential refinancing alternatives with respect to these securities. After Messrs. Mitchell and

Schrier rejoined the meeting, Company management provided the Board its perspectives on the Company’s recent performance and outlook and reviewed the Base Management Case (as described further in “—Certain Financial Forecasts” beginning on page 53) with the Board. Following these discussions, the Board approved the Base Management Case at the March 28 meeting.

Also on March 28, 2023, at the direction of the Company and the Board, representatives of Goldman Sachs shared a draft non-disclosure agreement with Nautic, and notified Nautic that, while the Company was not willing to grant exclusivity based on Nautic’s current proposal, the Company would be willing to facilitate Nautic’s due diligence with the expectation that Nautic would need to submit a higher proposal in order to continue discussions.

Beginning on March 30, 2023 and over the course of the following weeks and as discussed in more detail below, representatives of Goldman Sachs, acting at the direction of the Board, conducted preliminary discussions with representatives of a number of companies in the healthcare industry, including Party A, Party B, Party C, Party D and Party E, to gauge interest in a potential strategic transaction with the Company, and provided draft non-disclosure agreements to interested parties.

On April 3, 2023, Party E had a call with representatives of Goldman Sachs, during which Party E informed representatives of Goldman Sachs that it was not interested in pursuing a strategic transaction with the Company at that time.

On April 4, 2023, the Company, Nautic and CPRx executed a non-disclosure agreement with a customary standstill provision that would automatically terminate upon the entry by the Company into a definitive acquisition agreement with a third party and other customary provisions. Following the execution of the non-disclosure agreement, Nautic, CPRx and their advisors were provided access to an electronic data room (the “data room”) containing certain information and materials regarding the Company’s business, operations, financial condition, material contracts and other pertinent due diligence information.

Later on April 4, 2023, the Company, Nautic and their respective financial advisors met to discuss business performance updates regarding the Company.

Over the next several weeks, Nautic and its advisors conducted a due diligence review of the Company, including reviewing documents provided by the Company in the data room. As part of this due diligence review, Nautic provided the Company with various diligence requests and the Company, Nautic and their respective representatives engaged in various discussions regarding the Company, its business, operations, activities and financial information.

On April 5, 2023, Party A had a call with representatives of Goldman Sachs, during which Party A informed representatives of Goldman Sachs that it was not interested in pursuing a strategic transaction with the Company at that time.

On April 12, 2023, Party B informed representatives of Goldman Sachs via e-mail that it was not interested in pursuing a strategic transaction with the Company at that time.

On April 13, 2023, the Company and Party C executed a non-disclosure agreement with a customary standstill provision that would automatically terminate upon the entry by the Company into a definitive acquisition agreement with a third party and other customary provisions. Following the execution of the non-disclosure agreement, Party C was provided with the Company’s overview presentation and financial model.

Beginning on April 16, 2023 and over the course of the following weeks, representatives of Goldman Sachs, acting at the direction of the Board conducted preliminary discussions with representatives of Party F, a company in the healthcare industry, to gauge interest in a potential strategic transaction with the Company.

On April 17, 2023, the Company, Nautic and CPRx executed a supplement to the non-disclosure agreement to facilitate further due diligence with Nautic.

On April 18, 2023, representatives of Cravath and Party D discussed the terms of the draft non-disclosure agreement.

On April 21, 2023, Party C informed representatives of Goldman Sachs via e-mail that it was not interested in pursuing a strategic transaction with the Company at that time.

On April 24, 2023, the Company and Party D executed a non-disclosure agreement with a customary standstill provision that would automatically terminate upon the entry by the Company into a definitive acquisition agreement with a third party and other customary provisions. Following the execution of the non-disclosure agreement, Party D was provided with the Company’s overview presentation and financial model.

On May 2, 2023, the Board met with members of Company management and representatives of Goldman Sachs and Cravath to discuss the latest status of outreach to potential counterparties and the status of the diligence process with Nautic. At the meeting, representatives of Goldman Sachs discussed the status of outreach to potential counterparties and Nautic’s diligence process. Following these discussions, the Board determined to continue discussions with the previously selected potential counterparties regarding a strategic transaction (including Nautic) and to request that Nautic provide an updated proposal.

On May 4, 2023, Nautic submitted to representatives of Goldman Sachs an updated non-binding proposal to acquire all of the outstanding shares of the Company common stock at an increased price of $10.00 in cash per share of common stock, subject to substantially similar conditions as the March 12 Offer (the “May 4 Offer”), including that the offer would not be contingent on obtaining financing and a request that the Company enter into a customary exclusivity agreement with CPRx for an exclusivity period of 30 days. The May 4 Offer represented a 82% premium to the Company common stock’s closing share price of $5.50 on May 1, 2023. In its letter, Nautic indicated that the May 4 Offer was its “best-and-final offer”.

On May 5, 2023, the Strategic Review Committee met with representatives of Goldman Sachs and Cravath and discussed the May 4 Offer. Following discussion, the Strategic Review Committee determined to reconvene following the Company’s release of earnings to discuss further and determine next steps for any recommendation to the Board.

On May 9, 2023, Party F informed representatives of Goldman Sachs that it was not interested in pursuing a strategic transaction with the Company at that time.

On May 10, 2023, Party D informed representatives of Goldman Sachs via e-mail that it was not interested in pursuing a strategic transaction with the Company at that time.

On May 11, 2023, the Strategic Review Committee met with representatives of Goldman Sachs and Cravath and continued its discussion of the May 4 Offer.

Later on May 11, 2023, the Board, together with members of Company management and representatives of Goldman Sachs and Cravath, met to evaluate the May 4 Offer and any potential counterproposal. A member of the Strategic Review Committee provided an overview of the May 4 Offer, and representatives of Goldman Sachs reviewed the key terms of the May 4 Offer and the status of outreach to other potential counterparties, all of whom had by such time indicated that they were not interested in pursuing a strategic transaction with the Company. The Board also discussed the Company’s recent positive operational and financial performance and its potential impact on the current valuation of the Company, including in connection with the May 4 Offer. Following these discussions, the Board requested updated perspectives review from Goldman Sachs concerning the Company’s capital structure and determined to reconvene on May 15, 2023.

On May 15, 2023, the Board, together with members of Company management and representatives of Goldman Sachs and Cravath, met to discuss the May 4 Offer and the Company’s capital structure and the 2026 Convertible Notes (Messrs. Mitchell and Schrier recused themselves for the portion of the meeting discussing the 2026 Convertible Notes). Mr. Schrier, on behalf of Indaba and not in his capacity as a member of the Board, first provided a presentation to the Board on Indaba’s views with respect to the liability management options available to the Company to address the upcoming maturity of the 2026 Convertible Notes. After Messrs. Mitchell and Schrier recused themselves, representatives of Goldman Sachs then reviewed the Company’s capital structure and discussed potential refinancing alternatives with respect to the 2026 Convertible Notes. The Board then discussed the challenges of refinancing the 2026 Convertible Notes in light of the principal amount outstanding and the risks of significant equity dilution in connection with any transaction to refinance or otherwise extend the maturity of the 2026 Convertible Notes. Representatives of Goldman Sachs reviewed the May 4 Offer again, and the Board and management discussed the recent operational and financial performance of the Company in connection with seeking to negotiate a higher offer from Nautic. Following these discussions, the Board requested that the Strategic Review Committee prepare a recommendation for the Board with respect to a counterproposal to the May 4 Offer.

On May 16, 2023, the Strategic Review Committee met with representatives of Goldman Sachs and Cravath and discussed a counterproposal to the May 4 Offer. The Strategic Review Committee requested that representatives of Goldman Sachs prepare further financial analysis taking into account, among other things, the recent operational and financial performance of the Company and the impact of the Company’s net operating losses.

Also on May 16, 2023, at the RBC Global Healthcare Conference, a representative of a financial sponsor that we refer to as Party G initiated a conversation with Company management who were attending the conference regarding potential interest in exploring a go-private transaction.

On May 17, 2023, a quorum of the Strategic Review Committee met with members of Company management and representatives of Goldman Sachs and Cravath and discussed a counterproposal to the May 4 Offer. Management were present to provide an update on an informal interaction initiated by Party G. The Strategic Review Committee and Company management discussed the interaction with Party G and considered the credibility of the interest from Party G and their ability to finance a transaction, which would have to include an offer to redeem all of the 2026 Convertible Notes. Representatives of Goldman Sachs discussed regarding the ability of a financial sponsor to support such an offer. The Strategic Review Committee determined to inform the Board of the interaction with Party G and recommend that Party G be encouraged to submit a written offer as soon as possible. Representatives of Goldman Sachs then reviewed presented its preliminary financial analysis, taking into account the recent operational and financial performance of the Company and other economic drivers, regarding a potential counterproposal to Nautic and the Strategic Review Committee members present determined that a counterproposal range of $11.00 to $11.50 was appropriate and, subject to further consultation with representatives of Goldman Sachs and the other member of the Strategic Review Committee, to recommend a counterproposal of $11.25 per share.

Also on May 17, 2023, the Board, together with members of Company management and representatives of Goldman Sachs and Cravath, met and discussed the Strategic Review Committee’s recommended counterproposal and the recent interaction with a representative of Party G. Representatives of Goldman Sachs reviewed its preliminary financial analysis, taking into account the recent operational and financial performance of the Company and other economic drivers regarding the Strategic Review Committee’s recommended counterproposal to Nautic of $11.25 per share. Management then updated the Board on the unprompted interest expressed by a representative of Party G to Mr. Adams while at the RBC Global Healthcare Conference regarding potential interest in exploring a go-private transaction. The Board and Company management discussed the interaction with Party G and evaluated the credibility of the interest from Party G and their ability to finance a transaction, which would have to include an offer to redeem all of the 2026 Convertible Notes. Representatives of Goldman Sachs again discussed the ability of a financial sponsor to support such an offer. Following these discussions, the Board unanimously supported the proposed counterproposal to Nautic of $11.25 per share and authorized Goldman Sachs to deliver the counterproposal to Nautic. In addition, the Board directed Goldman Sachs to reach out to Party G to gauge its interest in the Company and to suggest that Party G deliver a non-binding indication of interest based on publicly available information about the Company as soon as possible.

On May 19, 2023, representatives of Goldman Sachs, acting at the direction of the Board, had a call with representatives of Nautic to deliver the counterproposal of $11.25 per share, which took into account the Company’s recent operational and financial performance and other positive developments in economic drivers related to the business.

On May 23, 2023, Mr. Adams spoke with representatives of Party G and encouraged Party G to submit a preliminary non-binding indication of interest based on publicly available information as soon as possible. Party G never submitted an indication of interest, and the last contact by representatives of the Company with Party G, prior to the announcement of the merger, was on May 23, 2023.

On June 2, 2023, Nautic submitted an updated non-binding proposal to acquire all of the outstanding shares of the Company common stock at a further increased price of $10.25 in cash per share of common stock, subject to substantially similar conditions as the May 4 Offer (the “June 2 Offer”) including that the offer would not be contingent on obtaining financing and a request that the Company enter into a customary exclusivity agreement with CPRx for an exclusivity period of 30 days. Nautic further indicated in the June 2 Offer that it constituted Nautic’s “best-and-final offer” and would expire if no response was received by 5:00 p.m., Eastern Time, on June 5, 2023 (the “Expiration Deadline”). The June 2 Offer represented an 88% premium to the Company common stock’s closing share price of $5.44 on June 1, 2023.

Between June 2 and June 5, 2023, members of the Strategic Review Committee had calls and met to discuss the June 2 Offer among themselves and with representatives of Goldman Sachs and Cravath.

Later on June 5, 2023, the Board met with members of Company management and representatives of Goldman Sachs and Cravath to evaluate the June 2 Offer. At the meeting, representatives from Cravath reviewed with the Board their fiduciary duties and other legal matters in the context of a review of a potential sale transaction, including the differences between a “no-shop” and a “go-shop” provision that might be included in a definitive merger agreement. Representatives from Goldman Sachs reviewed with the Board the June 2 Offer. The Strategic Review Committee then updated the Board on its evaluation of the June 2 Offer. Company management also updated the Board on its conversations with Party G. The Board discussed with Company management and the representatives of Goldman Sachs and Cravath potential options for responding to the June 2 Offer. The Board considered the terms of June 2 Offer, including the request for exclusivity and the Expiration Deadline, the lack of engagement from other potential counterparties contacted by representatives of Goldman Sachs, the risk of the June 2 Offer expiring by its terms, the possibility of delivering a counterproposal, the risks resulting in the event that Nautic determines to terminate any further discussions regarding a potential transaction in response. Following these discussions, the Board authorized moving forward with negotiation of definitive transaction agreements with Nautic for a potential transaction at $10.25 per share, but declined to grant Nautic exclusivity. After the Board meeting, representatives of Goldman Sachs, acting at the direction of the Board, informed representatives of Nautic of the Board’s decision to move forward with negotiation of definitive transaction agreements for a potential transaction at $10.25 per share, but did not grant Nautic exclusivity.

On June 8, 2023, members of the Strategic Review Committee met with representatives of Cravath and discussed the terms of the proposed merger agreement, including, among other items, the inclusion of a “go-shop” provision permitting the Company to solicit alternative transactions for a period of time following execution of the merger agreement would apply, the appropriate amount of the proposed termination and reverse termination fees and the treatment of equity awards in connection with a potential strategic transaction pursuant to a draft merger agreement prepared by Cravath.

Also on June 8, 2023, a draft of the merger agreement prepared by Cravath was made available to Nautic and its advisors. This draft of the merger agreement provided for, among other items: a “go-shop” period of 30 days (with an extension period for certain “excluded parties” of up to 15 days); a termination fee payable by the Company of (i) 1.00% of the fully diluted equity value of the Company in the event the merger agreement was terminated for the Company to enter into a superior proposal received during the go-shop period (or any extension thereof, with respect to excluded parties) and (ii) 2.00% of the fully diluted equity value of the Company otherwise; a reverse termination fee payable by the prospective buyer of $50,000,000; the acceleration and cash payment of all outstanding equity awards by Nautic; and a “fiduciary out” provision allowing the Board to change its recommendation that Company stockholders approve the merger agreement either upon receipt of a superior proposal or if the failure to change such recommendation is inconsistent with the directors’ fiduciary duties under applicable law.

Over the next several weeks, the Company provided additional due diligence materials to Nautic and its representatives, including through the data room, and representatives of Company management and Goldman Sachs had numerous calls with representatives of Nautic, including their legal advisors, Kirkland & Ellis, LLP (“Kirkland”), regarding due diligence and other matters related to the transaction. The Company continued to provide due diligence materials to Nautic through early August 2023.

From early June through late July 2023, the Company consented to Nautic engaging in conversations with various potential debt financing sources to discuss financing terms for the potential transaction.

On June 21, 2023, the chief executive officer of a healthcare company that we refer to as Party H contacted Mr. Adams to express Party H’s interest, which included the support of Party H’s board of directors, in acquiring the Company’s electronic health records (“EHR”) and third party administration (“TPA”) assets.

On June 22, 2023, Mr. Adams spoke with members of the Strategic Review Committee to inform them of the outreach from Party H regarding interest in acquiring the Company’s EHR and TPA assets. Later that day, Mr. Adams spoke with the chief executive officer of Party H to further discuss their interest in acquiring the Company’s EHR and TPA assets.

On June 27, 2023, representatives of Cravath held a call with representatives of Kirkland, legal counsel to Nautic, to discuss key potential issues in connection with the potential transaction, including whether or not a “go-shop”

provision permitting the Company to solicit alternative transactions for a period of time following execution of the merger agreement would apply, the treatment of equity awards, any marketing period or inside date in connection with Nautic’s debt financing, the entry into a voting and support agreement in connection with the merger by certain of the Company’s stockholders (including Indaba), the treatment of existing hedging arrangements and the 2026 Convertible Notes, whether Nautic would seek to obtain representations and warranties insurance and the importance to Nautic of restrictions on actions outside the ordinary course of business (including those that could impact cashflow) during the interim period.

On July 5, 2023, Kirkland sent a revised draft of the merger agreement on behalf of Nautic to Cravath, which included certain substantial changes to the initial draft provided by the Company. This draft of the merger agreement removed the proposed “go-shop” provision, and replaced it with a “no-shop” provision applying as of the date of execution; rejected the Company’s termination fee and reverse termination fee proposal amounts but reserved on a counterproposal; provided that the Company was to reimburse Nautic’s transaction expenses up to an undetermined value if the deal was terminated due to the Company’s failure to obtain stockholder approval; reserved comment on the Company’s proposed treatment of equity awards; requested that certain of the Company’s stockholders enter into a voting and support agreement in connection with the merger; and revised the “fiduciary out” provision to require that, other than in connection with a takeover proposal, the Company only change its recommendation to Company stockholders with respect to approval of the merger agreement in the event of a conflict with its fiduciary duties upon the occurrence of a material event or development that was neither known nor reasonably foreseeable by the Board prior to the date of the merger agreement, and which is not related to a takeover proposal.

On July 7, 2023, Mr. Adams informed Party H that an indication on value would be needed to engage in further discussions regarding a potential transaction to acquire the Company’s EHR and TPA assets.

On July 10, 2023, representatives of Goldman Sachs, acting at the direction of the Board, had a call with representatives of a healthcare company that we refer to as Party I, during which Party I expressed that it would be interested in participating in, but was not interested in leading, a strategic transaction involving the Company in the future in the event that such a transaction arose.

On July 10 and July 11, 2023, members of Company management and the Strategic Review Committee met with representatives of Cravath to discuss the revised draft of the merger agreement and potential responses.

On July 11, 2023, Party H contacted management to request certain information be provided in connection with the preparation of a valuation analysis with respect to the Company’s EHR and TPA assets.

On July 12, 2023, Cravath sent a revised draft of the merger agreement on behalf of the Company to Kirkland. This version of the merger agreement added back the go-shop provision of 30 days with a 15-day extension; reverted to the Company’s original termination fee and reverse termination fee construct while reserving on any proposed amount for such fees; removed the Company’s obligation to reimburse Nautic’s transaction expenses up to an undetermined value if the deal was terminated due to the Company’s failure to obtain stockholder approval; reverted to the Company’s original proposed treatment of equity awards; and noted that the requested voting and support agreement would be acceptable if any such agreement terminates upon the Board changing its recommendation or in connection with entering into a definitive agreement to consummate a superior proposal.

On July 12 and July 13, 2023, members of the Company’s management team and other representatives thereof participated in legal due diligence calls with Kirkland and other representatives of Nautic.

On July 15, 2023, the Company met in-person with representatives of Nautic, Cantor and CPRx for business, operational and financial due diligence sessions.

On July 17, 2023, the Strategic Review Committee, together with members of management and representatives of Goldman Sachs and Cravath, met to discuss the status of Nautic’s diligence and financing for the potential transaction, as well as the Company’s recent operating and financial performance. Members of management provided an update on the “flash” positive results observed in the second quarter of 2023, and members of the Strategic Review Committee discussed how such performance could be used to build a case for an increased valuation relative to Nautic’s most recent offer.

On July 18, 2023, Kirkland sent a revised draft of the merger agreement on behalf of Nautic to Cravath, which included certain substantial changes to the Company’s July 12 draft. This draft of the merger agreement again removed the proposed “go-shop” provision, with a “no-shop” provision applying as of the date of execution; provided

for a termination fee payable by the Company of 3.75% of the fully diluted equity value of the Company and a reverse termination fee payable by the prospective buyer of 4.75% of the fully diluted equity value of the Company; again provided that the Company was to reimburse Nautic’s transaction expenses up to an undetermined value if the deal was terminated due to the Company’s failure to obtain stockholder approval; and proposed that Company RSUs and Company RSAs held by employees be converted into cash awards and remain subject to their existing vesting terms and schedules and that unvested Company PSUs (taking into account any automatic vesting pursuant to the terms of such Company PSUs as a result of the potential transaction) held by employees be forfeited for no consideration.

On July 21, 2023, the Strategic Review Committee met with members of Company management and representatives of Cravath to discuss the revised draft of the merger agreement, the updated view on the Company’s valuation and next steps with Nautic. At the meeting, representatives of Goldman Sachs reviewed its preliminary financial analysis of the Company. Members of Company management then updated the Strategic Review Committee on the recent discussions with Party H regarding their interest in acquiring the Company’s EHR and TPA assets. The Strategic Review Committee then discussed next steps, including potentially preparing an alternative upside case to the management’s long-term financial model in connection with negotiations with Nautic.

On July 22, 2023, Cravath sent a revised draft of the merger agreement on behalf of the Company to Kirkland. This version of the merger agreement added back the go-shop provision of 30 days with a 15 day extension for certain “excluded parties”; included a termination fee payable by the Company of (i) 1.50% of the fully diluted equity value of the Company in the event the merger agreement was terminated for the Company to enter into a superior proposal received during the go-shop period and (ii) 3.00% of the fully diluted equity value of the Company otherwise; a reverse termination fee payable by the prospective buyer of 10.00% of the fully diluted equity value of the Company; removed the Company’s obligation to reimburse Nautic’s transaction expenses up to an undetermined value if the deal was terminated due to the Company’s failure to obtain stockholder approval; and reverted to the Company’s original proposed treatment of Company RSUs and Company RSAs held by employees.

On July 24, 2023, Kirkland sent initial drafts of the limited guarantee, equity commitment letter and voting and support agreement and a revised draft of the merger agreement on behalf of Nautic to Cravath. The revised draft of the merger agreement included certain substantial changes to the Company’s July 22 draft. This draft of the merger agreement replaced the proposed “go-shop” provision with a “no-shop” provision; provided for a termination fee payable by the Company of 3.75% of the fully diluted equity value of the Company; a reverse termination fee payable by the prospective buyer of 4.75% of the fully diluted equity value of the Company; provided that the Company was to reimburse Nautic’s transaction expenses up to an undetermined value if the deal was terminated due to the Company’s failure to obtain stockholder approval; proposed that Company RSUs and Company RSAs held by employees be converted into cash awards and remain subject to their existing vesting terms and schedules; required Nautic to use reasonable best efforts to obtain debt financing; and accepted certain restrictions on Nautic’s ability to sell or transfer equity interests of Parent and Merger Sub prior to closing.

Also on July 24, 2023, the Company received a draft non-binding indication of interest from Party H to acquire the Company’s EHR and TPA assets at an estimated purchase price in the range of $45-50 million in cash, subject to the completion of due diligence, negotiation of definitive transaction documents, delivery of the quality of earnings report, negotiation of employment and transitional agreements and other conditions. The draft indication of interest proposed completion of diligence within 60 days, an exclusivity period of 75 days and entry into a non-disclosure agreement.

On July 25, 2023, the Board met with members of Company management and representatives of Goldman Sachs and Cravath. At the meeting, among other things, the Board reviewed the materials that Company management prepared for a management presentation, including the alternative upside case referred to as the Upside Management Case (as defined in “—Certain Financial Forecasts” beginning on page 53), and whether to deliver the Upside Management Case to Nautic in connection with seeking a higher offer. The Board also discussed the differences between the Upside Management Case and the Base Management Case (as described further in “—Certain Financial Forecasts” beginning on page 53). The Board also discussed other recent events including Party H’s indication of interest in certain assets of the Company and Party I’s expressed interest in participating in a strategic transaction in the future in the event that such a transaction arose. The Board, Company management and representatives of Goldman Sachs and Cravath discussed and considered the credibility of Party H’s indication of interest, including Party H’s financial ability to consummate any such transaction and the potential timeline and interaction with the existing transaction process with Nautic. The Board further discussed whether a transaction with Party I could be complementary to the Nautic transaction process and whether it could be used to obtain a higher proposal from Nautic in light of the

estimated purchase price range for the Company’s EHR assets indicated by Party H relative to the value that the Company understood Nautic to be attributing to such assets. Following these discussions, the Board requested that Goldman Sachs perform certain analyses incorporating the Upside Management Case for purposes of advising the Board on potential negotiation positions that the Company could take in discussions with Nautic. The Board also directed the Strategic Review Committee to share the Upside Management Case and an overview of the Party H proposal with Nautic.

On July 25, 2023, Kirkland sent a revised draft of the merger agreement on behalf of Nautic to Cravath, reflecting incremental comments with respect to the efforts standard applicable to the parties’ obligations to obtain regulatory approvals and consents. In addition, on July 25, 2023, the Rights Plan expired by its terms.

On July 26, 2023, a member of the Strategic Review Committee had a call with representatives of Nautic, during which call representatives of the Company summarized the Company’s Upside Management Case and other recent developments that could contribute to a higher valuation of the Company relative to Nautic’s then-current offer, including Party H’s indication of interest. Nautic indicated that Nautic would not commit to or permit a sale by the Company of its EHR and TPA assets to Party H in connection with, or during the pendency of, a potential transaction with Nautic.

On July 27, 2023, the Board met with members of Company management and representatives of Goldman Sachs and Cravath to discuss the status of conversations with Nautic. Representatives of Goldman Sachs reviewed certain financial analyses incorporating the Upside Management Case for purposes of the Board’s discussion of potential negotiation strategies with respect to Nautic. A member of the Strategic Review Committee provided an update on the key open issues in connection with the potential transaction. Following these discussions, the Board requested that Goldman Sachs provide an updated financial analysis of the Company (Messrs. Mitchell and Schrier recused themselves for this portion of the meeting). The Board then determined that one or more members of the Strategic Review Committee should engage further with representatives of Nautic with respect to the Upside Management Case.

Later on July 27, 2023, Cravath sent a revised draft of the merger agreement on behalf of the Company to Kirkland. This version of the merger agreement added back the go-shop provision of 30 days with a 15 day extension; included a termination fee payable by the Company of (i) 1.75% of the fully diluted equity value of the Company in the event the merger agreement was terminated for the Company to enter into a superior proposal received during the go-shop period and (ii) 3.25% of the fully diluted equity value of the Company otherwise; a reverse termination fee payable by the prospective buyer of 8.00% of the fully diluted equity value of the Company; and reverted to the Company’s original proposed treatment of Company RSUs and Company RSAs held by employees.

On July 28, 2023, a member of the Strategic Review Committee had a call with representatives of Nautic, during which call the member of the Strategic Review Committee again communicated details regarding the Upside Management Case and other recent developments that could contribute to a higher valuation of the Company relative to Nautic’s then-current offer. Nautic responded that those factors had been taken into account by Nautic in the proposed price of $10.25 per share included in the June 2 Offer.

Later on July 28, 2023, the Board met with members of Company management and representatives of Goldman Sachs and Cravath. At the meeting, the Board discussed valuation of the Company in connection with the Upside Management Case. At the meeting, members of Company management reviewed with the Board on the Company’s recent financial performance as compared to the Company’s projections, including performance relative to the Base Management Case and assessment of recent factors relative to assumptions included in the Upside Management Case. Representatives of Goldman Sachs also provided the Board with an updated review of capitalization matters (Messrs. Mitchell and Schrier recused themselves for this portion of the meeting). Following these discussions, the Board authorized certain members of the Strategic Review Committee to have a further discussion with representatives of Nautic to convey a counterproposal in the range of $11.25-11.50 per share (subject to the Strategic Review Committee’s determination of the appropriate amount to convey).

On July 28, 2023, members of the Strategic Review Committee had a call with representatives of Nautic, during which they discussed the Upside Management Case. The members of the Strategic Review Committee communicated a counterproposal of $11.25 per share together with accepting Nautic’s positions with respect to there being no go-shop and the treatment of equity awards conditioned on the acceptance of the $11.25 per share counterproposal.

On July 30, 2023, representatives of Nautic delivered a proposal via email to a representative of Goldman Sachs offering a final price of $10.50 per share (the “July 30 Offer”), together with revised drafts of the merger agreement, limited guarantee, equity commitment letter and voting and support agreement, and a draft of the debt commitment letter. The proposed transaction would result in the acquiror assuming the 2026 Convertible Notes in full, including all risks relating to obligations for payment or redemption thereunder. The revised draft of the merger agreement, among other things, replaced the proposed “go-shop” provision with a “no-shop” provision; provided for a termination fee payable by the Company of 3.50% of the fully diluted equity value of the Company; a reverse termination fee payable by the prospective buyer of 7.00% of the fully diluted equity value of the Company; proposed that Company RSUs and Company RSAs held by employees be converted into cash awards and remain subject to their existing vesting terms and schedules; and included additional limitations concerning actions by the Company would require Nautic’s consent during the interim period. Representatives of Nautic also conveyed positions regarding consent over interim operations and proposed timing of signing definitive agreements for the proposed transaction on August 1, 2023 for an announcement pre-market on August 2, 2023.

Later on July 30, 2023, the Strategic Review Committee met to discuss the July 30 Offer.

On July 31 and August 1, 2023, the Board met with representatives of Cravath to discuss, among other items, the status of conversations with Nautic and the July 30 Offer. Following these discussions, the Board authorized Mr. Schrier on behalf of the Strategic Review Committee to negotiate further on behalf of the Strategic Review Committee to seek to improve the proposed price per share or other key terms.

Around mid-day on August 1, 2023, on behalf of the Strategic Review Committee, Mr. Schrier had a call with representatives of Nautic, during which Mr. Schrier proposed, in the alternative (a) $10.75 per share, with no go-shop period following signing and rollover of unvested Company RSAs and Company RSUs into cash awards subject to their existing vesting conditions post-closing or (b) $10.50 per share, with a go-shop period following signing and cash-out of all Company RSUs and Company RSAs at closing.

On August 1, 2023, Cravath sent a revised draft of the merger agreement on behalf of the Company to Kirkland. This version of the merger agreement reserved on the “go-shop” provision and the treatment of the Company RSUs and Company RSAs, noting that those provisions were under discussion between the Company and Nautic.

Later on August 1, 2023, representatives of Nautic confirmed via email to Mr. Schrier on behalf of the Strategic Review Committee, of Nautic’s intent to proceed on the basis of $10.50 per share, with a go-shop period following signing and cash-out of all Company RSUs and Company RSAs at closing.

On August 2, 2023, Mr. Schrier, on behalf of the Strategic Review Committee, had a call with representatives of Nautic, during which Nautic and Mr. Schrier agreed to move forward on the basis of $10.50 per share, with a 20 day go-shop period following signing (to be extended by 10 additional days with respect to certain “excluded parties”) and cash-out of all RSAs and RSUs at closing.

On August 2, 2024, Kirkland sent a revised draft of the merger agreement on behalf of Nautic to Cravath. This version of the merger agreement reflected a go-shop period following signing and cash-out of all RSAs and RSUs at closing, and included (i) a termination fee payable by the Company of 1.75% of the fully diluted equity value of the Company in the event the merger agreement was terminated for the Company to enter into a superior proposal received during the go-shop period, (ii) a termination fee payable by the Company of 3.5% of the fully diluted equity value of the Company otherwise, and (iii) a reverse termination fee payable by the prospective buyer of 7.00% of the fully diluted equity value of the Company.

Between August 2, 2023 and August 4, 2023, the Company and its advisors, and in the case of the voting and support agreement, Indaba’s legal counsel, continued to negotiate with Nautic and its advisors the proposed terms of the merger agreement and other transaction documents, including the Company disclosure letter, proposed debt and equity commitment letters, limited guarantee and voting and support agreement.

On August 3, 2023, Nautic confirmed that it had financing commitments in hand from its debt financing sources. On August 3, Olshan Frome Wolosky LLP (“Olshan”), Indaba’s legal counsel, sent a revised draft of the voting and support agreement on behalf of Indaba to Cravath and Kirkland, which included additional language permitting Indaba to sell or transfer the 2026 Convertible Notes held by Indaba to third parties at any time without Nautic’s consent.

On August 4, 2023, the Board met with members of Company management and representatives of each of Goldman Sachs and Cravath. Representatives of Cravath then delivered a legal presentation regarding the Board’s fiduciary duties and other relevant legal considerations for a Delaware corporation in the context of a review of a potential sale transaction and outlining the terms of the near-final draft of the merger agreement with Nautic. Representatives of Goldman Sachs reviewed with the Board its financial analyses of the proposed merger consideration and rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated August 5, 2023, and that is attached to this proxy statement as Annex C, that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders of shares of common stock (other than Parent and its affiliates) pursuant to the merger agreement with Nautic was fair from a financial point of view to such holders of shares of Company common stock. Representatives of Cravath then discussed the draft resolutions under consideration by the Board.

After discussion and consideration of a variety of factors, including those described in “—Reasons for the Merger” beginning on page 47, on August 4, 2023, the Board determined to proceed with the transaction with Nautic and unanimously (i) determined and declared that the merger agreement and the consummation of the transactions contemplated thereby, including the merger, is advisable and fair to, and in the best interests of, the Company and the stockholders of the Company that the Company enter into the merger agreement and consummate the transactions, including the merger, (ii) approved and declared the advisability of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (iii) directed that the merger agreement be submitted to the Company’s stockholders for consideration at the special meeting (iv) recommended that the stockholders of the Company vote in favor of the adoption of the merger agreement (v) approved and adopted the form, terms and conditions of the Limited Guarantee and Support Agreement and (vi) called for a special meeting of the holders of Company common stock for the purpose of (x) submitting the merger agreement to such stockholders for adoption, (y) submitting to such stockholders a non-binding, advisory proposal to approve the compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger and (z) submitting to such stockholders a proposal to adjourn the special meeting to another date, time or place, if necessary to solicit additional proxies in favor of the proposal to adopt the Merger Agreement at the time of the special meeting.

Over the course of the next day, the Company’s and Nautic’s financial and legal advisors finalized the merger agreement and other transaction documents in preparation for their execution and on August 5, 2023, the Company and an affiliate of Nautic executed the merger agreement and the other ancillary documentation related to the merger, and the Company, an affiliate of Nautic and Indaba executed the voting and support agreement.

The following business day, on August 7, 2023, the Company and Nautic issued a press release announcing the execution of the merger agreement.

On August 7, 2023, at the direction of the Board, representatives of Goldman Sachs began contacting potential counterparties that might consider making a takeover proposal in connection with the go-shop period, including Party A, Party B, Party C, Party D, Party E, Party F, Party G and Party I. Over the course of the go-shop period, representatives of Goldman Sachs engaged with or actively solicited takeover proposals from 47 potentially interested third parties, including Party A, Party B, Party C, Party D, Party E, Party F, Party G and Party I. The Company executed an acceptable confidentiality agreement with one of those 47 parties and subsequently provided non-public information relating to the Company and its subsidiaries to that one party.

On August 8, 2023, Indaba filed an amendment to Schedule 13D disclosing the voting and support agreement, which amendment also disclosed that it beneficially owned an aggregate of 6,521,578 shares of Company common stock, representing approximately 24.3% of the outstanding Company common stock.

The go-shop period expired at midnight, New York City time, on August 26, 2023 (i.e., one minute after 11:59 p.m., New York City time, on August 25, 2023). To date, no party has made a takeover proposal following the execution of the merger agreement.

At the special meeting of the Board on August 4, 2023, after due consideration, including the non-exhaustive list material factors described in the section below entitled “—Reasons for the Merger”, and detailed discussions with the Company’s management and its legal and financial advisors, at such meeting and prior meetings of the Board, the Board unanimously:

As described above in the section entitled “—Background of the Merger”, prior to and in reaching its unanimous determination to (i) declare that it is advisable and fair to, and in the best interests of, the Company and the stockholders of the Company that the Company enter into the merger agreement and consummate the transactions contemplated thereby, including the merger, (ii) approve and declare the advisability of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (iii) direct that the merger agreement be submitted to the Company’s stockholders for consideration at the special meeting, (iv) recommend that the stockholders of the Company vote in favor of (x) the adoption of the merger agreement and (y) the approval, by a non-binding, advisory vote, of the specified compensation arrangements disclosed in the proxy materials that may be paid or become payable to the Company’s named executive officers in connection with the merger, (v) approve and adopt the form, terms and conditions of certain other ancillary documents to be executed in connection with the transactions contemplated by the merger agreement and (vi) call for a special meeting of the holders of Company common stock for the purposes set forth above, the Board consulted with and received the advice of its financial advisors and outside legal counsel, discussed certain issues with the Company’s management and considered a variety of factors weighing positively in favor of the merger, the merger agreement and the transactions contemplated thereby, including the following non-exhaustive list of material factors (not necessarily in order of relative importance):

In the course of its deliberations, the Board also considered a variety of risks and other countervailing factors related to the merger agreement and the merger, including the following material factors:

The Board unanimously determined that, overall, these potential risks, uncertainties and other potentially negative factors were outweighed by the benefits that the Board expects to achieve for the Company’s stockholders as a result of the transactions contemplated by the merger agreement. The Board was aware that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

In addition, the Board was aware of and considered the fact that the Company’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, those of the Company stockholders generally, as described more fully below in the section entitled “—Interests of the Company’s Directors and Executive Officers in the Merger”.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. The Board unanimously reached the conclusion to (i) declare that it is advisable and fair to, and in the best interests of, the Company and the stockholders of the Company that the Company enter into the merger agreement and consummate the transactions, including the merger, (ii) approve and declare the advisability of the merger agreement and the consummation of the transactions, including the merger, (iii) direct that the merger agreement be submitted to the Company’s stockholders for consideration at the special meeting, (iv) recommended that the stockholders of the Company vote in favor of (x) the adoption of the merger agreement and (y) the approval, by a non-binding, advisory vote, of the specified compensation arrangements disclosed in the Proxy Materials that may be paid or become payable to the Company’s named executive officers in connection with the merger, in each case, in light of the factors described above and other factors that the Board believed were appropriate, (v) approve and adopt the form, terms and conditions of the limited guarantee and the voting and support Agreement and (vi) call for a special meeting of the holders of Company common stock for the purposes set forth above. In view of the wide variety of factors considered by the Board in connection with its evaluation of the merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect

of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made its recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Company’s management and its financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for its recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21.

Other than quarterly and annual guidance—including the guidance included in the Company’s press release dated March 6, 2023 and the updates of such guidance in the Company’s press release dated May 8, 2023 (the “2023 earnings guidance”), with respect to total revenue from continuing operations and adjusted EBITDA from continuing operations, which guidance the Company presents as a range—the Company does not, as a matter of course, publicly disclose forecasts as to future performance, earnings or other results due to, among other things, the unpredictability of the underlying assumptions and estimates. However, the Company has included in this proxy statement certain financial forecasts of the Company that, to the extent described herein, were furnished to (i) the Board, Goldman Sachs, the Company’s financial advisor, and Nautic, in connection with the discussions concerning the proposed merger, and (ii) certain other parties potentially interested in a transaction with the Company.

These Financial Forecasts (as defined below) were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States (“GAAP”). A summary of this information is presented below.

The Financial Forecasts were, in the view of the Company’s management, prepared on a reasonable basis and in good faith, reflecting the best available estimates and judgments at the time of preparation. However, no assurances can be made regarding future events and the estimates and assumptions underlying these financial forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates, and the risk and uncertainties described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21, all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the transactions contemplated by the merger agreement, will be beyond the control of Nautic and the surviving corporation. Company stockholders are urged to review the Company’s SEC filings for a description of risk factors with respect to the Company’s business. There can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized. Actual results likely will differ, and may differ materially, from those reflected in the Financial Forecasts, whether or not the merger is consummated. The inclusion in this proxy statement of the Financial Forecasts below should not be regarded as an indication that the Company, Nautic, Parent, CPRx, their respective boards of directors (or equivalent governing bodies) or their respective financial advisors considered, or now consider, these forecasts to be a reliable predictor of future results. The Financial Forecasts are not fact, and neither they nor any underlying assumptions should be relied upon as being indicative of future results. Readers of this proxy statement are cautioned not to place reliance on this information. The Financial Forecasts assume that the Company would continue to operate as a standalone company and do not reflect any impact of the proposed merger, including any impact of the negotiation or execution of the proposed merger, the expenses that may be incurred in connection with the proposed merger or the consummation thereof or the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed or in anticipation of the proposed merger.

The Financial Forecasts include certain non-GAAP financial measures, including Adjusted EBITDA (excl. SBC) and Unlevered Free Cash Flow (each as defined below). The Company’s management included forecasts of non-GAAP financial measures in the Financial Forecasts because the Company’s management believes that non-GAAP financial measures can be helpful in comparing the Company’s past financial performance and future results and can be useful as a basis to compare the Company’s operating performance with that of other companies. Company stockholders should also note that these non-GAAP financial measures presented in this proxy statement are not prepared under

any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. Company stockholders should also note that these non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to Company stockholders. Because of the non-standardized definitions, the non-GAAP financial measures in this proxy statement and the accompanying footnotes may be calculated differently from, and may not be directly comparable to, similarly titled measures used by the Company’s competitors and other companies, or any similarly titled measures used by Nautic.

Due to the inherent limitations of non-GAAP financial measures, Company stockholders should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures.

The Financial Forecasts included in this document have been prepared by, and are the responsibility of, the Company’s management. KPMG LLP, the independent auditor has not audited, reviewed, examined, compiled nor applied agreed upon procedures with respect to the accompanying Financial Forecasts and, accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The KPMG LLP report incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the Financial Forecasts and should not be read to do so.

The non-GAAP financial measures included in the Base Management Case that was approved by the Company for use by Goldman Sachs were used by Goldman Sachs for its financial analysis in connection with the preparation of its opinion and by the Board for its consideration of the merger and were provided to Nautic and its affiliates. Financial measures provided to a financial advisor or counterparty in connection with a business combination transaction are not subject to SEC rules regarding disclosures of non-GAAP financial measures, and reconciliations of non-GAAP financial measures were not relied upon by the Board or Goldman Sachs in connection with their respective evaluations of the merger. In addition, none of Nautic or the other potentially interested parties that received the Financial Forecasts including non-GAAP financial measures were provided with any such reconciliation. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in the Financial Forecasts to the relevant GAAP financial measures in this proxy statement.

By including in this proxy statement the Financial Forecasts below, none of the Company, Nautic or any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Financial Forecasts. Accordingly, the Financial Forecasts should not be construed as financial guidance, nor relied upon as such, and the Financial Forecasts may differ in important respects from the 2023 earnings guidance, which guidance is presented as a range, and which the Company’s management prepared based on a different set of assumptions. The inclusion of the Financial Forecasts in this proxy statement does not constitute an admission or representation by the Company that the information contained therein is material. The Financial Forecasts summarized in this section reflected the opinions, estimates and judgments of the Company’s management at the time they were prepared and have not been updated to reflect any changes since such Financial Forecasts were prepared. NONE OF THE COMPANY, NAUTIC OR, AFTER CONSUMMATION OF THE MERGER, THE SURVIVING CORPORATION, UNDERTAKES ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO UPDATE OR OTHERWISE REVISE THE FINANCIAL FORECASTS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION, CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS OR THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR. IN LIGHT OF THE FOREGOING FACTORS AND UNCERTAINTIES INHERENT IN THE FINANCIAL FORECASTS, READERS OF THIS PROXY STATEMENT ARE CAUTIONED NOT TO PLACE RELIANCE ON THIS INFORMATION.

The Company’s management prepared nonpublic, unaudited prospective financial information for fiscal years 2023 through 2032 (the “Base Management Case”) for the Company’s internal use, that was reviewed and adopted by the Board at its meeting held on March 28, 2023. The Base Management Case identified forecasts (as updated from time to time, the “NOL forecasts”) of the cash flow impact resulting from applying the Company’s federal net operating loss carryforwards (“NOLs”) to Company management’s estimates of taxable income for fiscal years 2023 through 2032, assuming a 21% federal tax rate. The Base Management Case was relied upon by the Board in reaching its determination on August 4, 2023 to approve and declare advisable the merger agreement and the transactions contemplated thereby, including the merger; and to recommend that the Company’s stockholders vote to adopt the

merger agreement. The Base Management Case was the only forecast prepared by management that was approved by the Company for use by Goldman Sachs in connection with rendering its oral opinion delivered to the Board on August 4, 2023, which was subsequently confirmed by delivery of a written opinion dated as of August 5, 2023, and performing its financial analysis in connection therewith, as summarized below in the section entitled “—Opinion of the Company’s Financial Advisor” beginning on page 3. The initial five years of the Base Management Case for fiscal years 2023 through 2027 were made available to Nautic and certain other parties potentially interested in a transaction with the Company.

In addition, in connection with the Company’s negotiation of the proposed transaction with Nautic in July 2023, the Company’s management prepared an alternative upside case to the Base Management Case (the “Upside Management Case”) to reflect (i) the actual results for the first and second quarters of fiscal year 2023 and (ii) an upside forecast for the remaining quarters of fiscal year 2023 and for fiscal years 2024 through 2032, which upside forecast made certain positive assumptions based on trends observed in the first and second quarters of 2023 relating to, among other things, higher than predicted census growth and drug price inflation and improved gross margins relating to, among other things, the continuation of improved contract pricing and the cost of pharmacy operations. The Upside Management Case was intended to present an illustrative upside scenario if such assumptions held true, but, given it was based on a short period of improved performance, was not relied upon by the Board in reaching its determination on August 4, 2023, including the merger, to approve and declare advisable the merger agreement and the transactions contemplated thereby and to recommend that the Company’s stockholders vote to adopt the merger agreement, and was not approved for use by Goldman Sachs in connection with rendering its oral or written opinions delivered to the Board and performing its financial analysis in connection therewith. The initial five years of the Upside Management Case for fiscal years 2023 through 2027 were made available to Nautic on July 25, 2023 in connection with the negotiation of a possible transaction with the Company.

The Base Management Case and the Upside Management Case are collectively referred to as the “Financial Forecasts”.

The following tables sets forth a summary of the Financial Forecasts; which summary is not included in this proxy statement to induce any Company stockholder to vote in favor of adopting the merger agreement proposal or approving any other proposals to be voted on at the special meeting:

Goldman Sachs delivered its opinion to the Board that, as of August 5, 2023, and based upon and subject to the factors and assumptions set forth therein, the $10.50 in cash per share of Company common stock to be paid to the holders

(other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders of shares of Company common stock.

The full text of the written opinion of Goldman Sachs, dated August 5, 2023, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the transactions contemplated by the merger agreement. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of Company common stock should vote with respect to the merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition, and future prospects of the Company; reviewed the reported price and trading activity for Company common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the healthcare services industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering the opinion, Goldman Sachs, with the Company’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company’s consent that the Base Management Case and the NOL forecasts were reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transactions contemplated by the merger agreement will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs also assumed that the transactions contemplated by the merger agreement will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $10.50 in cash per share of Company common stock to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any

other term or aspect of the merger agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the transactions contemplated by the merger agreement to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the merger, whether relative to the $10.50 in cash per share of Company common stock to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other condition as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Company common stock will trade at any time or as to the potential effects of volatility in the credit, financial and stock markets on the Company or Parent or the merger or as to the impact of the merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 3, 2023, and is not necessarily indicative of current market conditions.

Following Goldman Sachs’ presentation to the Company’s board of directors on August 4, 2023 (the “August 4 Presentation”), Goldman Sachs determined that the EV / LTM EBITDA multiple (as defined below) for a transaction used in the Selected Transaction Analysis was no longer publicly available in public filings, press releases and/or investor relations documents. Based on Goldman Sachs’ professional judgment and experience, taking into account its review of the precedent transactions, Goldman Sachs subsequently performed the Selected Transaction Analysis, omitting the transaction multiple that was no longer publicly available and using a revised reference range of EV / LTM EBITDA multiples of 16.0x to 29.0x (the “Revised Multiple Range”), rather than the original reference range of 14.9x to 29.0x (the “Original Multiple Range”). Such subsequent analysis did not address any circumstances, developments or events occurring after August 5, 2023, which is the date of the written opinion of Goldman Sachs. Goldman Sachs’ opinion, as set forth in its written opinion letter, was provided only as of August 5, 2023. Based upon and subject to the foregoing, Goldman Sachs confirmed to the Board that, had Goldman Sachs performed its financial analyses set forth in the August 4 Presentation using the Revised Multiple Range, there would have been no change to the conclusion set forth in the opinion letter of Goldman Sachs.

Goldman Sachs reviewed the historical trading prices and volumes for Company common stock for the one-year period ended August 3, 2023. In addition, Goldman Sachs analyzed the consideration to be paid to holders of shares of Company common stock pursuant to the merger agreement in relation to:

This analysis indicated that the price per share to be paid to the Company stockholders pursuant to the merger agreement represented:

Using the Base Management Case and the NOL forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per share of Company common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 13.0% to 15.5%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2023 (i) estimates of unlevered free cash flow for the Company for the second half of fiscal year 2023 and for fiscal years 2024 through 2032 as reflected in the Base Management Case and (ii) a range of illustrative terminal values for the Company, which were calculated by applying perpetuity growth rates ranging from 2.5% to 3.5% to a terminal year estimate of the unlevered free cash flow to be generated by the Company, as reflected in the Base Management Case (which analysis implied terminal year EV / EBITDA exit multiples ranging from 4.2x to 5.8x). In addition, using a discount rate of 13.0% to 15.5%, reflecting an estimate of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2023 the estimated benefits of the Company’s net operating losses for the second half of fiscal year 2023 and for fiscal years 2024 through 2032, as reflected in the NOL forecasts. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Base Management Case and market expectations regarding long-term real growth of gross domestic product and inflation.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the net debt of the Company as of June 30, 2023, as provided by and approved for Goldman Sachs’ use by the management of the Company, and added the net present value of cash tax savings from federal net operating losses, as reflected in the Base Management Case, including the NOL forecasts, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Company common stock, as provided by and approved for Goldman Sachs’ use by the management of the Company, using the treasury stock method, to derive a range of illustrative present values per share ranging from $5.01 to $10.48.

Goldman Sachs analyzed certain information relating to the following selected transactions in the healthcare services industry since 2015. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s LTM adjusted EBITDA (“EV / LTM EBITDA”) based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to the Company, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of the Company’s results, market sizes and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV / LTM EBITDA multiples of 16.0x to 29.0x to the Company’s estimated 2023 adjusted EBITDA as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of implied enterprise values for the Company. Goldman Sachs then subtracted the net debt of the Company as of June 30, 2023, as provided by and approved for Goldman Sachs’ use by the management of the Company, and divided the result by the number of fully diluted outstanding shares of Company common stock as of June 30, 2023 as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a reference range of implied values per share of Company common stock of $3.00 to $12.83.¹

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2018 through August 3, 2023 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were below $1.0 billion. This analysis excluded transactions with premia greater than 300% relative to the target’s last undisturbed closing price prior to announcement. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 42.0% across the period. This analysis also indicated a 25th percentile premium of 21.0% and 75th percentile premium of 66.8% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 21.0% to 66.8% to the undisturbed closing price per share of Company common stock of $7.88 as of August 3, 2023 and calculated a range of implied equity values per share of Company common stock of $9.53 to $13.14.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or Parent or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs' providing its opinion to the Board as to the fairness from a financial point of view of the $10.50 in cash per share of Company common stock to be paid to the holders (other than Parent and its affiliates) of share of Company common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual

future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between the Company and Parent and was approved by the Company's board of directors. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including Nautic, CPRx and Indaba, a significant shareholder of the Company, and any of their respective affiliates and, as applicable, portfolio companies or any currency or commodity that may be involved in the transaction contemplated by the merger agreement. Goldman Sachs acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the agreement. During the two-year period ended August 5, 2023, Goldman Sachs Investment Banking has not been engaged by the Company or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. During the two-year period ended August 5, 2023, Goldman Sachs Investment Banking has not been engaged by Parent or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. During the two-year period ended August 5, 2023, Goldman Sachs Investment Banking has not been engaged by Nautic or its affiliates or portfolio companies (which may include companies that are not controlled by Nautic), including CPRx, to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. During the two-year period ended August 5, 2023, Goldman Sachs Investment Banking has not been engaged by Indaba or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Parent, Nautic, CPRx, Indaba and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Nautic, Indaba and their respective affiliates from time to time and may have invested in limited partnership units of affiliates of Nautic and Indaba from time to time and may do so in the future.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated January 10, 2023, the Company engaged Goldman Sachs to act as its financial advisor in connection with the contemplated transaction. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $16 million, all of which is contingent upon the consummation of the merger. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorney’s fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

If the Company stockholder approval is obtained, the other conditions to the closing of the merger are either satisfied or (to the extent permitted by law) waived and the merger is consummated, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement and in accordance with the DGCL, with the Company as the surviving corporation in the merger. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly-owned subsidiary of Parent.

At the effective time, each share of Company common stock that is issued and outstanding as of immediately prior to the effective time (other than excluded shares and appraisal shares) will be converted automatically into the right to receive an amount in cash equal to $10.50 per share, without interest and subject to any applicable withholding taxes. Company stockholders who properly and validly exercise and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares of Company common stock as determined pursuant to an appraisal proceeding, as contemplated by the DGCL. For more information, please see the section below entitled “—Appraisal Rights”. Following the merger, all of the Company common stock will be beneficially owned by Parent, and none of the current holders of Company common stock will, by virtue of the merger, have any ownership interest in, or be a stockholder of, the Company, the surviving corporation or Parent. As a result, the current holders of common stock will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Company following the merger. Following the merger, Parent will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

Please see the section of this proxy statement entitled “The Merger Agreement—Consideration to be Received in the Merger” beginning on page 76.

For information regarding the effects of the merger on the Company’s outstanding long-term incentive awards, please see the section below entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 68 and the section of this proxy statement entitled “The Merger Agreement—Treatment of Company Long-Term Incentive Awards” beginning on page 77.

Shares of Company common stock are currently registered under the Exchange Act and listed on NASDAQ under the trading symbol “TRHC”. Following the consummation of the merger, shares of Company common stock are expected to be delisted and will no longer be traded on NASDAQ or any other public market. In addition, the registration of Company common stock under the Exchange Act is expected to be terminated, and, upon such termination, the Company will no longer be required to file periodic and other reports with the SEC with respect to the Company common stock.

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed and traded on NASDAQ, the Company common stock will continue to be registered under the Exchange Act and the Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock.

If the merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your Company common stock, including the risk that the market price of Company common stock may decline to the extent that the current market price of the Company common stock reflects a market assumption that the merger will be consummated. If the merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 93.

Under certain circumstances, if the merger is not consummated, the Company may be obligated to pay to Parent a $10,570,000 termination fee. Under certain other specified circumstances, Parent will be required to pay the Company the Parent termination fee of $21,140,000. Please see the section of this proxy statement entitled “The Merger Agreement—Termination Fees” beginning on page 95.

We anticipate that the total amount of funds necessary to consummate the merger (including amounts needed to pay the aggregate merger consideration, pay all fees, costs and expenses required to be paid by Parent or Merger Sub at or prior to the closing of the merger in connection with the transactions and pay the maximum amount that may be required to be paid in connection with an offer to repurchase the 2026 Convertible Notes as a result of consummation of the merger) will

be approximately $665,000,000 in the aggregate, which is expected to be funded via equity financing and debt financing as described below, and available cash on our balance sheet. We anticipate that approximately $338,000,000 of such amount will be used on the closing date to satisfy the obligations to pay the aggregate merger consideration, as well as certain fees, costs and expenses of the parties. Assuming the consummation of the merger, additional amounts committed under the equity commitment letter and debt commitment letter will be used together with available cash on our balance sheet in connection with an offer to repurchase the 2026 Convertible Notes pursuant to terms of the indenture governing the 2026 Convertible Notes following closing of the merger. We anticipate that the total funds available to Parent and Merger Sub to pay the amounts described above will include up to $321,000,000, in the aggregate, of equity financing pursuant to the equity commitment letter provided by the Nautic Funds, an up to an aggregate amount of $275,000,000 of debt financing and available cash on our balance sheet to be used, if necessary, in connection with the offer to repurchase the 2026 Convertible Notes following closing of the merger. Parent does not anticipate requiring additional sources of funding in order to consummate the merger. Parent has received a portion of the aggregate equity commitment for the equity financing from each of the Nautic Funds as described below in the section entitled “—Equity Financing” and debt commitments for the debt financing from the debt financing sources as described below in the section entitled “—Debt Financing”.

The consummation of the merger is not conditioned on Parent’s receipt of any financing.

Pursuant to the equity commitment letter, the Nautic Funds have committed to contribute, directly or indirectly, to Parent, as equity capital, an amount of cash in immediately available funds equal to up to $321,000,000, solely for the purpose of funding, and to the extent necessary to fund, together with any third party debt actually funded and our available cash on our balance sheet, at the closing of the merger, the obligations of Parent pursuant to the merger agreement to pay the aggregate cash payments required thereunder at the closing of the merger, including the aggregate merger consideration and the amounts required to repurchase the 2026 Convertible Notes and pay all fees and expenses required to be paid by Parent or Merger Sub as set forth in the merger agreement.

Funding of the equity commitment by each of the Nautic Funds is subject to the terms, conditions and limitations set forth in the equity commitment letter, which includes the satisfaction in full or valid waiver, on or before the closing of the merger, of all of the conditions precedent to the obligations of Parent and Merger Sub (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of such conditions at the closing of the merger).

The obligation of each of the Nautic Funds to fund their respective portion of the equity financing will terminate automatically upon the earliest to occur of (i) the consummation of the closing of the merger and the payment in full by Parent of all amounts required to be paid by Parent in connection therewith pursuant to, and in accordance with, the merger agreement, (ii) the valid termination of the merger agreement in accordance with its terms and (iii) any claim directly or indirectly asserted by the Company or certain Company-related parties against the Nautic Funds under the Nautic Funds’ limited guarantee or otherwise in connection with the transactions, except in the case of this clause (ii) for (a) claims under, and in accordance with, the equity commitment letter, (b) claims against the Guarantors (as defined below) under and in accordance with the limited guarantee in lieu of specific performance of the merger agreement as contemplated in the section of this proxy statement entitled “The Merger Agreement—Specific Enforcement” (it being understood that under no circumstances will any person be entitled to any monetary damages under the limited guarantee, the merger agreement or otherwise, including without limitation, payment of the termination fee as described in the section of this proxy statement entitled “The Merger Agreement—Termination Fees—Parent Termination Fee”, if specific performance of the equity commitment letter is granted), (c) claims against Parent and/or Merger Sub under and in accordance with the provisions described in the section of this proxy statement entitled “The Merger Agreement—Specific Enforcement” or (d) claims against the parties to the confidentiality agreement between the Company and certain affiliates of the Nautic Funds under and in accordance with the terms thereof.

Pursuant to the terms and conditions of the merger agreement, Parent and Merger Sub shall (and shall cause its affiliates to) use reasonable best efforts to obtain and consummate the equity financing.

The Company will be a third party beneficiary of certain of the rights granted to Parent under the equity commitment letter and will be entitled to rights to specific performance of the Nautic Funds to fund all or any portion of their

respective equity financing obligations under the equity commitment letter, subject to the terms thereof, in circumstances in which the Company is entitled to specific performance of Parent’s obligation to cause the equity commitment to be funded pursuant to the merger agreement.

In connection with entering into the merger agreement, Parent received a debt commitment letter from the debt financing sources. Pursuant to the debt commitment letter, the debt financing sources have committed to provide, severally but not jointly, the credit facilities in respect of the debt financing.

The commitments of the debt financing sources under the debt commitment letter are subject to the satisfaction (or waiver by the debt financing sources) of certain conditions precedent, including, without limitation:

The commitments under the debt commitment letter terminate automatically in the event that the closing of the merger and the initial funding of the credit facilities does not occur on or before the Debt Commitment Expiration Date (as defined below), unless the debt financing sources, in their sole discretion, agree to an extension. “Debt Commitment Expiration Date” means the earliest to occur of (i) five business days after February 5, 2024 unless the closing date and the initial funding of the credit facilities shall have occurred on or prior to such date, (ii) the closing of the merger with or without the use of the credit facilities and (iii) the termination prior to closing of the merger of the merger agreement in accordance with its terms (other than as a result of the failure to consummate the merger on or prior to February 5, 2024).

Subject to the terms and conditions set forth in the limited guarantee provided by Nautic Partners VIII, L.P., Nautic Partners VIII-A, L.P., Nautic Partners IX, L.P., Nautic Partners IX-A, L.P., and Nautic CarepathRx Co-Invest, L.P. (collectively, in such capacity, the “Guarantors”), the Guarantors have guaranteed certain payment obligations of

Parent and Merger Sub under the merger agreement, subject to an aggregate maximum cap of $24,140,000 for payment of the guaranteed obligations, it being understood that under no circumstances will any person be entitled to any monetary damages under the limited guarantee, the merger agreement or otherwise, including without limitation, payment of the termination fee as described in the section of this proxy statement entitled “The Merger Agreement—Termination Fees—Parent Termination Fee”, if specific performance of the equity commitment letter is granted and the merger is consummated).

Each limited guarantee is irrevocable, and will not terminate until the earliest to occur of (i) the closing of the merger and (ii) payment of the guaranteed obligations in full in accordance with the limited guarantee and the merger agreement. Notwithstanding the foregoing, all obligations of the Guarantors under the limited guarantee will expire automatically 90 days after the valid termination of the merger agreement in accordance with its terms without any further obligations of the Guarantors under the limited guarantee, except with respect to claims arising from any proceeding, claim or similar action filed by the Company prior to the end of such 90-day period alleging that the Company is owed the guaranteed obligations under the limited guarantee, in which case the limited guarantee will survive solely with respect to amounts claimed or alleged in such proceeding, claim or similar action to be so owing; provided, that in such event, the Guarantors will not have any further liability or obligation under the limited guarantee from and after the earliest of (x) the entry of a final, nonappealable order of a court of competent jurisdiction and satisfaction by the Guarantors of any obligations finally determined to be owed by the Guarantors pursuant to such order, (y) the satisfaction in full of the guaranteed obligations by the Guarantors and (z) the execution and delivery of a written agreement between the Guarantors, on the one hand, and the Company, on the other hand, terminating the obligations of the Guarantors under the limited guarantee (and the satisfaction by the Guarantors of any obligations owed by the Guarantors pursuant to such written agreement).

Pursuant to the limited guarantee, the Company’s and certain Company-related parties’ sole and exclusive remedy against the Guarantors and certain Guarantor-related parties with respect to matters, liabilities or obligations arising under or in connection with the merger agreement, the limited guarantee, the equity commitment letter or the transactions contemplated by each of the foregoing is recourse against (i) the Guarantors with respect to (x) claims under the limited guarantee and (y) third party beneficiary rights pursuant to the equity commitment letter, (ii) Parent and Merger Sub with respect to claims pursuant to, and in accordance with, the merger agreement and (iii) the counterparties to the confidentiality agreement between the Company and certain affiliates of the Nautic Funds with respect to claims thereunder.

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. They will instead receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement

of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration under the merger agreement.

A holder of record or a beneficial owner of shares of Company common stock who (i) continuously holds such shares through the effective time, (ii) has not consented to or otherwise voted in favor of the merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such shares and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

Section 262 requires that where a merger agreement is to be submitted for adoption at a meeting of stockholders, the stockholders be notified that appraisal rights will be available not less than twenty days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes the Company’s notice to our stockholders that appraisal rights are available in connection with the merger, in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your shares of Company common stock, you must satisfy each of the following conditions: you must deliver to the Company a written demand for appraisal of your shares of Company common stock before the taking of the vote on the merger, which demand must reasonably inform us of the identity of the holder of record of shares of Company common stock who intends to demand appraisal of his, her or its shares of Company common stock and, for beneficial owners only, such demand must be accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and must provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List; you must not vote or submit a proxy in favor of the proposal to adopt the merger agreement; you must hold your shares of Company common stock continuously through the effective time; and you must comply with the other applicable requirements of Section 262.

A Company stockholder who elects to exercise appraisal rights must mail his, her or its written demand for appraisal to the following address:

Tabula Rasa HealthCare, Inc.

228 Strawbridge Drive, Suite 100

Moorestown, NJ 08057

Attention: Richard W. Rew, Esq.

 Chief Legal Officer and Corporate Secretary

A record holder who holds shares of Company common stock as a nominee for others, such as a broker, fiduciary, depositary or other nominee, may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which such person is the record owner. In such case, the demand must set forth the number of shares of Company common stock covered by such demand. Where the number of shares of Company common stock is not expressly stated, the demand will be presumed to cover all shares of Company common stock outstanding in the name of such record owner.

Within ten days after the effective time, the surviving corporation must give written notice that the merger has become effective to each of (i) each Company stockholder who has properly filed a written demand for appraisal and

who did not vote in favor of the proposal to adopt the merger agreement and (ii) any beneficial owner who has demanded appraisal under Section 262. At any time within sixty days after the effective time, any person who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the merger consideration specified by the merger agreement for that person’s shares of Company common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal.

Within one hundred twenty days after the effective time, but not thereafter, the surviving corporation and any person who has properly and timely demanded appraisal and otherwise complied with Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the surviving corporation in the case of a petition filed by a person, demanding a determination of the fair value of the shares of Company common stock held by all persons that have demanded appraisal. There is no present intent on the part of the Company or the surviving corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that the Company and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of shares of Company common stock. Accordingly, persons who desire to have their shares of Company common stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within one hundred twenty days after the effective time, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

In addition, within one hundred twenty days after the effective time, any person who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of Company common stock not voted in favor of the merger and with respect to which demands for appraisal were received by the surviving corporation and the aggregate number of holders of such shares. Such statement must be given within ten days after the written request therefor has been received by the surviving corporation or within ten days after the expiration of the period for the delivery of demands as described above, whichever is later.

Upon the filing of a petition by a person, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation shall be required to, within twenty days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their shares of Company common stock and with whom the surviving corporation has not reached agreements as to the value of such shares (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such persons set forth on the Chancery List.

If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court will determine which persons have complied with Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court may require the persons who have demanded an appraisal of their shares of Company common stock and who hold shares represented by certificates to submit their certificates of shares of Company common stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such person. If immediately before the merger, the shares of the class or series of stock of the corporation were listed on a national securities exchange, the Delaware Court will dismiss the appraisal proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (ii) the value of the consideration provided in the merger for such total number of shares exceeds $1,000,000

Upon application by the surviving corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court shall determine the fair value of shares of Company common stock taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound

quarterly from the effective time through the date the judgment is paid at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares of Company common stock as determined by the Delaware Court, and (ii) interest theretofore accrued, unless paid by the surviving corporation as part of the pre-judgment payment to the person.

When the fair value of the shares of Company common stock is determined, the Delaware Court will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same.

Although the Company believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Moreover, the surviving corporation does not anticipate offering more than the merger consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant shares of Company common stock is less than the merger consideration.

In determining “fair value”, the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value”, but which rather applies only to the speculative elements of value arising from such accomplishment or expectation.

In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting person’s exclusive remedy.

The cost of the appraisal proceeding may be determined by the Delaware Court and taxed upon the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all shares of Company common stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

Any person who has duly demanded appraisal in compliance with Section 262 will not be entitled to vote for any purpose any shares of Company common stock subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to Company stockholders of record at a date prior to the effective time.

No appraisal proceeding in the Delaware Court shall be dismissed as to any person without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under Section 262(j) of the DGCL; provided, however, that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person’s demand for appraisal

and to accept the terms offered upon the merger within sixty days after the effective time. If no petition for appraisal is filed with the Delaware Court within one hundred twenty days after the effective time, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

The Company’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of the Company stockholders generally. The members of the Board were aware of and considered these interests in reaching the determination to adopt the merger agreement and to recommend that Company stockholders approve the merger agreement proposal.

The Company’s directors for purposes of the discussion below are Dr. Samira Beckwith, Dr. Dennis Helling, Ronald Mitchell, Kathrine O’Brien, Michael Purcell, Derek C. Schrier, Jonathan D. Schwartz and RADM Pamela Schweitzer. In accordance with SEC rules, this discussion is required to cover former directors of the Company who served as directors of the Company at any time since January 1, 2022, which includes A. Gordan Tunstall, Dr. Jan Berger, Dr. Calvin Knowlton and Dr. Orsula Knowlton. Since each of A. Gordan Tunstall, Dr. Jan Berger, Dr. Calvin Knowlton and Dr. Orsula Knowlton no longer serves as a director of the Company, and to the Company’s knowledge each does not have any interests in the merger that are different from those of a Company stockholder, such former directors have been omitted from the discussion below.

The Company’s executive officers for purposes of the discussion below are Brian Adams (President and Chief Executive Officer), Michael Greenhalgh (Chief Operating Officer), Thomas Cancro (Chief Financial Officer), Richard Rew (Chief Legal Officer) and Michael Bruno (Chief Accounting Officer). In accordance with SEC rules, this discussion is required to cover former executive officers of the Company who served as executive officers at any time since January 1, 2022, which includes Dr. Calvin Knowlton (former Chief Executive Officer), Dr. Orsula Knowlton (former Co-President and Chief Marketing & New Business Development Officer) and Andrea Speers (Chief of Staff and former Principal Accounting Officer). Andrea Speers ceased to serve as the Company’s Principal Accounting Officer on June 20, 2022 but remains an employee of the Company and therefore, has been included for purposes of the discussion below. Dr. Calvin Knowlton and Dr. Orsula Knowlton resigned on September 13, 2022 and therefore, they are not entitled to any compensatory payments in connection with the proposed transactions.

For information regarding beneficial ownership of shares of Company common stock by each of the Company’s current directors and executive officers and all of such directors and executive officers as a group, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management”, beginning on page 100. Each of the Company’s directors and executive officers will be entitled to receive, for each share of Company common stock he or she holds, the same per share merger consideration in cash in the same manner as other Company stockholders.

As described further in the section entitled “The Merger Agreement—Treatment of Company Long-Term Incentive Awards” beginning on page 77, unless otherwise agreed between Parent and an individual holder, each long-term incentive award outstanding as of immediately prior to the effective time will be treated as follows: (i) each Company RSU (whether vested or unvested) will be canceled and the holder thereof will be entitled to receive an amount in cash equal to the merger consideration multiplied by the number of shares subject to such Company RSU; (ii) each Company Restricted Share will vest and be canceled and the holder thereof will be entitled to receive an amount in cash equal to the merger consideration; (iii) each Vested Company PSU will be canceled and the holder thereof will be entitled to receive an amount in cash equal to the merger consideration multiplied by the number of shares subject to such Vested Company PSU; (iv) each Company PSU that does not constitute a Vested Company PSU will be forfeited and cancelled for no consideration; and (v) each Company Stock Option will be canceled and the holder thereof will be entitled to receive an amount in cash equal to the product of the number of shares of Company common stock subject to such option, multiplied by the excess of the merger consideration over the exercise price per share, provided that any such option with an exercise price per share equal to or greater than the merger consideration will be canceled for no consideration.

As of September 6, 2023 (the latest practicable date to determine such amounts before the filing of this proxy statement), and assuming that (i) all Company RSUs, Company Restricted Shares, Vested Company PSUs and Company Stock Options are valued based on the merger consideration of $10.50 per share, (ii) the merger closes on October 19, 2023, which is the assumed closing date only for purposes of this compensation-related disclosure and (iii) the directors and executives do not receive any Company long-term incentive awards or forfeit any Company long-term incentive awards prior to October 19, 2023, the estimated value of the equity awards held by each executive officer and director are as follows.

The Company has entered into change in control and severance agreements (collectively, the “CIC Agreements”, and each a “CIC Agreement”) with Brian Adams, Thomas Cancro, Michael Greenhalgh, Richard Rew and Andrea Speers. The CIC Agreements provide, among other things, for certain severance payments in the event of a qualifying termination in connection with a change in control such as the merger.

If the executive’s employment is terminated by the Company without “cause” or by the executive for “good reason”, in each case, within 90 days prior to, or 2 years for Messrs. Adams, Cancro and Greenhalgh and Ms. Speers or 1 year for Mr. Rew following, a change in control, and provided that the executive executes and does not revoke a release of claims and complies with any applicable restrictive covenants, then the executive will be entitled to the following severance payments and benefits: (i) a single lump sum payment equal to two times for Mr. Adams, or one time for Messrs. Cancro, Greenhalgh and Rew and Ms. Speers the sum of his or her (A) base salary plus (B) target incentive bonus for the year of termination; (ii) an amount equal to the prorated target incentive bonus for Mr. Rew; (iii) continued health insurance coverage under COBRA for 24 months for Mr. Adams, or 12 months for Messrs. Cancro, Greenhalgh and Rew and Ms. Speers, provided that the executive pays the employee portion of the monthly COBRA costs and, for Mr. Adams, subject to reimbursement for such monthly cost between months 18 through 24 following termination if he procures individual health coverage during such time (the “COBRA Benefits”); (iv) reimbursement of reasonable outplacement services costs incurred during the 12 months following termination, up to a maximum of $25,000 (the “Outplacement Benefits”) and (v) accelerated vesting of all outstanding equity awards granted prior to such change-in-control.

In the event that any payment or benefit payable to Messrs. Adams, Cancro, Greenhalgh and Rew and Ms. Speers constitutes a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such payments and benefits will be reduced to the greatest amount that does not trigger the excise tax pursuant to Section 4999 of the Code, whichever results in the greater after-tax amount for the executive (a “280G best-net cutback”).

The Company, in consultation with Parent, is permitted to take certain actions before the effective time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each, as defined in Section 280G of the Code), including accelerating the vesting or payment of a portion of each executive’s compensation that would be paid in a future year or at the effective time. As of the date of this proxy statement, the Company has not yet approved any specific actions to mitigate the expected impact of Section 280G of the Code on the Company and any disqualified individuals. No tax or other gross-ups have been provided to any executive, whether related to Section 280G of the Code or otherwise.

Pursuant to the terms of the merger agreement, each current or former director or officer of the Company will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, please see the section of this proxy statement entitled “The Merger Agreement— Indemnification and Insurance” beginning on page 91.

In accordance with Item 402(t) of Regulation S-K, the table below sets forth for each of the Company’s named executive officers estimates of the amounts of compensation that are payable in connection with or otherwise relate to the merger. The Company stockholders are being asked to approve, on a non-binding, advisory basis, such compensation. Because the vote to approve such compensation is advisory only, it will not be binding on either the Company, the Board or Parent. Accordingly, if the merger agreement proposal is approved by the Company stockholders and the merger is consummated, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the tables below and above under “—Interests of the Company’s Directors and Executive Officers in the Merger”.

The potential payments in the tables below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on (i) an assumption that the merger is consummated on October 19, 2023, (ii) the per share merger consideration of $10.50, (iii) the named executive officers’ salary as in effect as of the date of this proxy statement, (iv) the number of unvested Company long-term incentive awards held by the named executive officers as of September 6, 2023, the latest practicable date to determine such amounts before the filing of this proxy statement, less any awards expected to vest in the ordinary course prior to October 19, 2023, and assuming no additional grants or forfeitures of Company long-term incentive awards will be made prior to October 19, 2023 and (v) an assumption that each named executive officer experiences a qualifying termination of employment immediately following the consummation of the merger under circumstances that entitle such named executive officer to receive change-in-control severance payments as described above under the section titled “—Severance Entitlements”. As such, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before the consummation of the merger. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

The following discussion summarizes certain material U.S. federal income tax consequences to holders with respect to the disposition of Company common stock pursuant to the merger. It is not intended to be a complete analysis or description of all potential U.S. federal income tax consequences of the merger. This discussion is based upon the provisions of the Code, applicable U.S. Treasury Regulations, rulings and judicial decisions as of the date hereof, all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein. The Internal Revenue Service (“IRS”) may not agree with the tax consequences described in this discussion.

This discussion assumes that holders of Company common stock hold their shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of Company common stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of Company common stock subject to special treatment under the U.S. federal income tax laws (e.g., financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, retirement or other tax-deferred accounts, insurance companies, dealers in securities or non-U.S. currencies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who acquired their shares of Company common stock through vesting of units or otherwise as compensation, holders subject to the alternative minimum tax, holders who hold their shares of Company common stock as part of a hedge, straddle, constructive sale or conversion transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, accrual method holders who prepare an “applicable financial statement” (as defined in Section 451 of the Code) and holders who own or have owned (directly, indirectly or constructively) 10% or more of the Company common stock (by vote or value) outstanding). In addition, this discussion does not address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction or U.S. federal non-income tax consequences (e.g., the federal estate or gift tax or the application of the Medicare tax on net investment income under Section 1411 of the Code).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Company common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and activities of the partnership. If you are a partner of a partnership holding Company common stock, you should consult your own tax advisor.

All holders should consult their own tax advisor to determine the particular tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the receipt of cash in exchange for shares of Company common stock pursuant to the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company common stock, that is, for U.S. federal income tax purposes:

A “non-U.S. holder” is a beneficial owner (other than a partnership or an entity classified as a partnership that is subject to U.S. federal income tax reporting) of Company common stock that is not a U.S. holder.

The receipt of cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the merger and such U.S. holder’s adjusted tax basis in the shares of Company common stock converted into cash pursuant to the merger. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period for such shares exceeds one year as of the date of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of U.S. federal income taxation. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Company common stock at different times or at different prices, such U.S. holder must determine their tax basis, holding period, and gain or loss separately with respect to each block of Company common stock.

A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (at a rate of 24%) with respect to the cash received pursuant to the merger, unless such holder properly establishes an exemption or provides their correct tax identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules can be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any; provided that such U.S. holder furnishes the required information to the IRS in a timely manner.

Subject to the discussion of information reporting and backup withholding below, any gain recognized on the receipt of cash pursuant to the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

If the Company common stock constitutes a USRPI under FIRPTA, a non-U.S. holder will be subject to U.S. federal income tax on any gain recognized on the receipt of cash in exchange for their shares of Company common stock in the merger on a net basis at applicable U.S. graduated rates in the same manner as a U.S. holder. The Company common stock will constitute a USRPI if we have been a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes at any time within the shorter of (x) the five-year period ending with the effective date of the merger and (y) the non-U.S. holder’s holding period for the shares of Company common stock. Although there an be no assurances in this regard, we believe we have not been a USRPHC at any time during the five-year period preceding the merger. The determination of USRPHC status depends on the fair market value of our USRPIs relative to the fair market value of our other trade or business assets and our non-U.S. real property interests. In the event that we are, or have been, a USRPHC, a non-U.S. holder’s shares of the Company common stock nevertheless will not constitute a USRPI, if the shares of the Company common stock are “regularly traded” (within the meaning of applicable U.S. Treasury Regulations) on an established securities market at the effective time and the non-U.S. holder held 5% or less of the total fair market value of such class of shares at all times during the shorter of (x) the five-year period ending with the effective date of the merger and (y) the non-U.S. holder’s holding period for the shares.

Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances, the procedures for claiming tax treaty benefits or otherwise establishing an exemption from U.S. tax with respect to any portion of the cash consideration payable to them pursuant to the merger.

A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding will apply with respect to the cash received by such holder pursuant to the merger, unless such non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the holder is a U.S. person) or such holder otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any, provided that such non-U.S. holder furnishes the required information to the IRS in a timely manner.

The foregoing summary does not discuss all aspects of U.S. federal income taxation that may be relevant to particular holders of Company common stock. It is for general information only and is not tax advice. All holders should consult their own tax advisor to determine the particular tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the receipt of cash in exchange for shares of Company common stock pursuant to the merger.

The parties to the merger agreement intend to, and are obligated to, cooperate with each other and use reasonable best efforts to, as promptly as reasonably practicable, amongst other things, (i) obtain all approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any governmental authority or third party necessary, proper or advisable to consummate the transactions and (ii) defend or contest in good faith any action or judgment that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions, in each case, as described in the section of this proxy statement entitled “The Merger Agreement—Reasonable Best Efforts”. The management of each of the Company and Parent currently believe that the necessary regulatory approvals can be obtained in the third and fourth quarters of 2023; however, there can be no assurances that such approvals will be obtained in accordance with this timing or at all.

Consummation of the merger is subject to the requirements of the HSR Act and the rules promulgated by the FTC, which prevent transactions such as the merger from being consummated until (i) certain information and materials are furnished to the DOJ and the FTC and (ii) the applicable waiting period under the HSR Act and any timing agreement entered into with the relevant governmental authority in accordance with the terms described in the section of this proxy statement entitled “The Merger Agreement—Reasonable Best Efforts” has, in each case, expired or been terminated. The FTC and DOJ have currently suspended the practice of granting early termination under the HSR Act. Both the Company and Parent filed their respective Notification and Report Forms with the FTC and the Antitrust Division of the DOJ on August 18, 2023. The waiting period applicable to the consummation of the merger under the HSR Act is scheduled to expire on September 17, 2023.

At any time before or after consummation of the merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the merger will not be made or that, if a challenge is made, we will prevail.

Consummation of the merger is also subject to receipt of certain additional consents, approvals or other clearances (unless excluded by waiver mutually agreed between the parties, if permissible under applicable law) in connection with certain state regulatory licenses or permits held by the Company in California, New Mexico and North Carolina. Applicable filings and notices with the applicable state regulatory agencies were submitted, or will be submitted as promptly as reasonably practicable, following the date of the merger agreement and management of each of the Company and Parent currently believe that such state regulatory licenses or permits will be obtained in the third and fourth quarters of 2023.

There can be no assurance that the requisite approvals will be obtained on a timely basis or at all.

The Company and Parent intend to make all required filings under the Exchange Act relating to the merger and obtain all other approvals and consents that may be necessary to give effect to the merger.

If the merger is consummated, Parent and the Company will cooperate and use their respective reasonable best efforts to take, or cause to be taken, and do or cause to be done all things reasonably necessary, proper or advisable under applicable law and the rules and policies of NASDAQ to cause the Company common stock to be delisted from NASDAQ and deregistered under the Exchange Act as promptly as reasonably practicable following the effective time, and prior to the effective time, the Company will reasonably cooperate with Parent with respect thereto.

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete, may not contain all of the information about the merger agreement that is or may be important to you, and is qualified in its entirety by reference to the full merger agreement, a copy of which is attached to this proxy statement as Annex A. We strongly recommend that you read the merger agreement and documents related thereto carefully and in their entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and such documents and not by this summary or any other information contained in this proxy statement.

The merger agreement is included with this proxy statement only to provide you with information regarding the terms of the merger agreement and not to provide you with any other factual information regarding the Company, Parent, Merger Sub or their respective subsidiaries, affiliates or businesses. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Merger Sub or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have changed (and may continue to change) after the date of the merger agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. The Company will provide additional disclosure in its public reports of any material information necessary to provide the Company stockholders with a materially complete understanding of the disclosures relating to the merger agreement. See “Where You Can Find Additional Information” beginning on page 105 of this proxy statement.

The summary of the material terms of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the full merger agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement.

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time, Merger Sub, a wholly-owned subsidiary of Parent, will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease, and the Company will be the surviving corporation in the merger.

Unless Parent and the Company agree in writing otherwise, the closing of the merger will take place at 10:00 a.m. (New York City time) on the third business day following the satisfaction or waiver (to the extent permitted by applicable law) of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions at the closing); provided that, the closing will not occur before October 19, 2023 without the prior written consent of Parent.

The merger will become effective at the time that the certificate of merger is filed with the Secretary of State of the State of Delaware or, to the extent permitted by applicable law, at such later time as is agreed to in writing by the parties prior to the filing of such certificate of merger and specified therein.

At the effective time, the certificate of incorporation of the Company, as in effect immediately prior to the effective time, will be amended and restated to read in its entirety as set forth on Exhibit A to the merger agreement, and as so amended and restated will be the certificate of incorporation of the surviving corporation until thereafter amended in accordance with applicable law and the certificate of incorporation and by-laws of the surviving corporation (and subject to compliance with the requirements of the merger agreement described under the section entitled “—Indemnification and Insurance” below). The by-laws of Merger Sub, as in effect immediately prior to the effective time, will be the by-laws of the surviving corporation, except that references to Merger Sub’s name will be replaced with references to the surviving corporation’s name, until thereafter amended in accordance with applicable law and the certificate of incorporation and by-laws of the surviving corporation (and subject to compliance with the requirements of the merger agreement described under the section entitled “—Indemnification and Insurance” below). The Company and Parent currently expect to consummate the merger during the fourth quarter of 2023, subject to receipt of the Company stockholder approval and the required regulatory approvals and the satisfaction or waiver (to the extent permitted by applicable law) of the other conditions to the merger described under the section entitled “—Conditions of the Merger” below. For additional information, please see the section of this proxy statement entitled “The Merger—Regulatory Approvals in Connection with the Merger” beginning on page 73.

The directors of Merger Sub immediately prior to the effective time will be the directors of the surviving corporation immediately following the effective time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the articles of incorporation and by-laws of the surviving corporation.

The officers of the Company immediately prior to the effective time will be the officers of the surviving corporation until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the articles of incorporation and by-laws of the surviving corporation.

The merger agreement provides that, at the effective time, each share of Company common stock that is issued and outstanding as of immediately prior to the effective time (other than excluded shares and appraisal shares) will be converted automatically into, and will thereafter represent only, the right to receive an amount in cash equal to $10.50 per share, without interest and subject to any applicable withholding taxes. As of the effective time, each holder of Company common stock will cease to have any rights with respect thereto, except the right to receive the merger consideration to be paid in consideration therefor.

If, between August 5, 2023 and the effective time, the number of shares of outstanding Company common stock will have been changed into a different number of shares or a different class by reason of the occurrence or record date of any stock split, reverse share split, dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change, then the merger consideration and any other amounts payable pursuant to the merger agreement will be equitably adjusted to reflect such event.

All shares of Company common stock that are held by the Company as treasury shares immediately prior to the effective time or held by Parent or Merger Sub will be canceled and will cease to exist and no consideration will be delivered in exchange therefor.

Unless otherwise agreed in writing between Parent and an individual holder, each long-term incentive award outstanding as of immediately prior to the effective time will be treated as follows:

With respect to the awards described above, the payments described above will be made, subject to any applicable withholding taxes, as promptly as reasonably practicable following the effective time (and in no event later than the first regularly scheduled payroll date following, but at least five business days after, the effective time).

Parent will designate a bank or trust company reasonably acceptable to the Company to act as paying agent for the payment of the merger consideration in accordance with the merger agreement. At or prior to the effective time, Parent will cause to be deposited with the paying agent an amount in cash sufficient to pay the aggregate merger consideration (other than payments with respect to long-term incentive awards described above under the section entitled “—Treatment of Company Long-Term Incentive Awards”).

As promptly as practicable after the effective time (but in no event more than four business days thereafter), Parent and the surviving corporation will cause the paying agent to mail to each person who was, at the effective time, a holder of a share certificate or book-entry shares not held, directly or indirectly, through the DTC (other than excluded shares and appraisal shares) (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of the share certificates or book-entry shares to the paying agent in exchange for payment of the merger consideration as provided in the merger agreement.

Upon delivery of a letter of transmittal, duly completed and validly executed in accordance with such letter’s instructions and procedures (and such other customary documents as may be required pursuant to such instructions or as may reasonably be required by the paying agent) and either (i) the surrender to the paying agent of share certificates (or affidavits of loss in lieu thereof in accordance with the merger agreement) or (ii) the transfer of book-entry shares not held through the DTC, by book receipt of an “agent’s message” in customary form by the paying agent in connection with the surrender of book-entry shares (or such other reasonable evidence, if any, of surrender with respect to such book-entry shares, as the paying agent may reasonably request), in each case as contemplated in the merger agreement, the holder of such share certificates or book-entry shares will be entitled to receive, in exchange therefor, the merger consideration for each share of Company common stock formerly represented by such share certificates or book-entry shares, and the share certificates and book-entry shares so surrendered will forthwith be canceled.

With respect to book-entry shares held, directly or indirectly, through DTC, Parent and the Company will cooperate to establish procedures with the paying agent, DTC, DTC’s nominees and such other necessary third-party intermediaries to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the effective time, upon surrender of book-entry shares held of record by DTC or its nominees, the aggregate merger consideration to which the beneficial owners thereof are entitled to receive as a result of the merger.

HOLDERS OF SHARE CERTIFICATES OR BOOK-ENTRY SHARES NOT HELD, DIRECTLY OR INDIRECTLY, THROUGH DTC, SHOULD NOT FORWARD THEIR STOCK CERTIFICATES TO THE PAYING AGENT WITHOUT A LETTER OF TRANSMITTAL AND SHOULD NOT RETURN THEIR STOCK CERTIFICATES WITH THE ENCLOSED PROXY CARD

At the effective time, the transfer books of the Company will be closed and thereafter there will be no further registration of transfers on the transfer books of the surviving corporation of the shares of Company common stock that were outstanding immediately prior to the effective time. From and after the effective time, the holders of the shares of Company common stock outstanding immediately prior to the effective time will cease to have any rights with respect to such shares, except as otherwise provided for herein or by applicable law. If, at any time after the effective time, share certificates or book-entry shares are presented to the surviving corporation, for any reason, they will be canceled and exchanged as provided in the merger agreement.

A holder of a share certificate that has been lost, stolen or destroyed will have to make an affidavit of that fact and, if required by the surviving corporation, post a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such share certificate, upon which the paying agent will pay, in exchange for such lost, stolen or destroyed share certificate, the applicable aggregate merger consideration.

At any time following the first anniversary of the closing date, the surviving corporation will be entitled to require the paying agent to deliver to it any portion of the exchange fund (including any interest received with respect thereto) which has not been disbursed to holders of share certificates or book-entry shares, and thereafter such holders will be entitled to look only to Parent and the surviving corporation, as applicable, for, and Parent and the surviving corporation will remain liable for, payment of their claims for the merger consideration. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental authority will become, to the extent permitted by applicable law, the property of Parent or its designee, free and clear of all claims or interest of any person previously entitled thereto.

Notwithstanding any provision of the merger agreement to the contrary, none of the Company, Parent or Merger Sub, the surviving corporation or the paying agent will be liable to any person for merger consideration properly delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of the Company common stock immediately prior to the time at which such amounts would otherwise escheat to, or become the property of, any governmental authority will, to the extent permitted by applicable law, become the property of the surviving corporation, free and clear of any claims or interest of any person previously entitled thereto.

Shares of Company common stock that are outstanding immediately prior to the effective time and that are held by any person who is entitled to demand and properly demands appraisal of such shares of Company common stock pursuant to, and who complies in all respects with, Section 262 will not be converted into the right to receive the merger consideration as provided in the merger agreement, but instead will be canceled and will represent the right to receive only those rights provided under Section 262 of the DGCL. For additional information, please see “The Merger—Appraisal Rights”. Prior to the effective time, the Company will not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any demands for appraisal of any shares of Company common stock or notices of dissent, waive any failure to timely deliver a written demand for appraisal under the DGCL, approve any withdrawal of any such demands or propose or otherwise agree to do any of the foregoing. Parent will not, without the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or notices of dissent or offer to settle or settle any such demands or notices.

The merger agreement contains representations and warranties that the Company, on the one hand, and Parent and Merger Sub, on the other hand, have made to one another, which are qualified in many cases by knowledge, materiality or Material Adverse Effect standards and with respect to the disclosures made by the Company, by (i) certain exceptions and qualifications set forth in the merger agreement, (ii) confidential disclosures made by the Company to Parent and Merger Sub and (iii) certain sections of documents filed with, or furnished to, the SEC by the Company, from and after January 1, 2021 and prior to August 5, 2023.

The representations and warranties in the merger agreement do not survive the closing or termination of the merger agreement.

For purposes of the merger agreement, a “Material Adverse Effect” with respect to the Company and its subsidiaries means any effect, change, fact, circumstance, development, event or occurrence that individually or in the aggregate (i) would, or would reasonably be expected to, prevent or materially delay, interfere with, hinder or impair the consummation by the Company of the transactions contemplated by the merger agreement, including the merger, but excluding, in any event, the equity financing (as defined in the definition of the equity commitment letter) and the debt financing (as defined in the definition of debt commitment letter) (collectively, the “merger transactions”), in accordance with the terms of the merger agreement or (ii) has had or would be reasonably expected to have, a material adverse effect on the business, assets, results of operations or financial condition of the Company and its subsidiaries, taken as a whole; provided, however, that, in the case of clause (ii) only, none of the following, and no effect, change, fact, circumstance, development, event or occurrence arising out of, or resulting from, the following, will constitute or be taken into account in determining whether a Material Adverse Effect has occurred, is continuing or would reasonably be expected to occur: any effect, change, fact, circumstance, development, event or occurrence (A) generally affecting the industry in which the Company and its subsidiaries operate or the economy, credit, financial or capital markets, in the U.S. or elsewhere in the world, including changes in interest or exchange rates, monetary policy or inflation, or (B) to the extent arising out of, resulting from or attributable to (1) changes in law or in GAAP, or any changes in the interpretation or enforcement of any of the foregoing, in each case, after August 5, 2023, or any changes in general legal, regulatory, political or social conditions after August 5, 2023, (2) the negotiation, execution, announcement or performance of the merger agreement or the consummation of the transactions (other than for purposes of certain representations and conditions as set forth in the merger agreement), including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any litigation arising from allegations of breach of fiduciary duty or violation of law relating to the merger agreement or the merger transactions, (3) acts of war (whether or not declared), military activity, sabotage, civil disobedience or terrorism, or any escalation or worsening of any such acts of war (whether or not declared), military activity, sabotage, civil disobedience or terrorism, (4) earthquakes, fires, floods, hurricanes, tornados or other natural disasters, weather-related events, casualty events or other force majeure events, (5) (x) any action taken by the Company or its subsidiaries that is required by the merger agreement, (y) any action taken (or omitted to be taken) with Parent’s written consent or at Parent’s written request or (z) the failure to take any action by the Company or its subsidiaries if that action is prohibited by the merger agreement (provided that clause (z) will not apply to any action omitted to be taken pursuant to the Company’s obligations described under the section entitled “—Covenants Regarding Conduct of Business by the Company Pending the Effective Time” unless the Company has requested to take an action that is prohibited thereby and Parent has unreasonably withheld, delayed or conditioned its written consent to such action), (6) any change or prospective change in the Company’s credit ratings, (7) any decline in the market price, or change in trading volume, of the shares of the Company, (8) any failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position (it being understood that the exceptions in clauses (6), (7) and (8) will not prevent or otherwise affect a determination that the underlying cause of any such change, decline or failure referred to therein (if not otherwise falling within any of the exceptions provided by clause (A) and clauses (B)(1) through (8)) is a Material Adverse Effect) or (9) any epidemic, pandemic or disease outbreak (including COVID-19) or any “COVID-19 Measures” (which, for purposes of the merger agreement, means any quarantine, “shelter in place”, “stay at home”, workforce reduction (or any other measures affecting compensation or benefits of the employees of the Company), reduced capacity, social distancing, shut down, closure, sequestration, safety or similar law, directive or guidance promulgated by any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the Coronavirus Aid, Relief and Economic Security Act and the Families First Coronavirus Response Ace) or any change in such COVID-19 Measures or interpretations thereof following August 5, 2023;

provided further, however, that any effect, change, fact, circumstance, development, event or occurrence referred to in clause (A) or clauses (B)(1), (3), (4) or (9) may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect to the extent such effect, change, fact, circumstance, development, event or occurrence has a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, as compared to other participants in the industry in which the Company and its subsidiaries operate (in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect).

A Material Adverse Effect with respect to Parent and Merger Sub means any effect, change, fact, circumstance, development, event or occurrence that, individually or in the aggregate, would, or would reasonably be expected to, prevent or materially delay, interfere with, hinder or impair the consummation by Parent or Merger Sub of any of the transactions in accordance with the terms of the merger agreement.

The representations and warranties made by the Company relate to, among other topics, the following:

The representations and warranties made by the Parent and Merger Sub relate to, among other topics, the following:

Under the merger agreement, in general, subject to certain exceptions and unless Parent otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), the Company has agreed to, and to cause each of its subsidiaries to, use commercially reasonable efforts to (i) carry on its and their respective businesses in all material respects in the ordinary course, (ii) to preserve its and each of its subsidiaries’ current business organizations and goodwill substantially intact, and (iii) retain the services of its and their respective officers and key employees.

The Company has also agreed under the merger agreement, subject to certain exceptions (including as required by applicable law, judgment or a government authority, as expressly permitted or required by the merger agreement and as set forth in the confidential disclosure schedules to the merger agreement) and unless Parent otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned, except in specified cases that remain subject to Parent’s sole discretion) to certain restrictions on its activities during the period from August 5, 2023 to the effective time or earlier termination of the merger agreement. These restrictions on the Company’s activities are summarized below. In general, subject to certain exceptions, the Company will not, and will not permit any of its subsidiaries to, without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned, except in specified cases that remain subject to Parent’s sole discretion) to:

Notwithstanding anything to the contrary set forth in the first paragraph and the seventeenth, eighteenth and twentieth bullets described above in this section, the Company and its subsidiaries may take such actions as the Company reasonably determines in good faith to be necessary in connection with COVID-19; provided, that, to the extent reasonably practicable, the Company will consult with Parent prior to taking any such action.

Except as expressly contemplated or required by the merger agreement or as required by applicable law, judgment or a governmental authority, during the period from August 5, 2023 to the effective time (or such earlier date on which merger agreement is terminated), neither Parent nor Merger Sub will, without the prior written consent of the Company, (i) take any action, or fail to take any action, in either case, that would reasonably be expected to result in any of the conditions to the merger set forth in the merger agreement to not be satisfied, (ii) take any action, or fail to take any action, in either case the result of which would reasonably be expected to materially impair or materially delay the consummation of the transactions or (iii) authorize any of, or commit or agree, in writing or otherwise, to take any of the foregoing actions.

Nothing contained in the merger agreement is intended to give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the effective time. Prior to the effective time, the Company will exercise, consistent with the other terms and conditions of the merger agreement, complete control and supervision over its and its subsidiaries’ businesses.

The merger agreement provides that, from August 5, 2023 until midnight, New York City time, on August 26, 2023 (i.e., one minute after 11:59 p.m., New York City time, on August 25, 2023) (the “go-shop period”), which may be extended, solely with respect to excluded parties (as defined below), by written notice to Parent (which written notice will specify the identity of each such excluded party) until and including September 4, 2023 (the “go-shop extension period”), the Company and its subsidiaries and their respective representatives may, directly or indirectly:

However, non-public information relating to the Company and its subsidiaries provided to any such person during the go-shop period (or the go-shop extension period) must be provided pursuant to an acceptable confidentiality agreement (as defined below). In addition, the Company may, in its sole discretion, waive or release any preexisting standstill provisions or similar agreement to the extent reasonably necessary to allow a third party to make, negotiate, enter into a definitive agreement with respect to or consummate a negotiated non-public takeover proposal that was not solicited in violation of merger agreement if (i) the Board, after consultation with its financial advisors and outside legal counsel, determine that the failure to waive or release such standstill would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law and (ii) the Company notifies Parent prior to granting such waiver and provides the identity of the counterparty to whom it intends to grant such waiver.

In addition, from midnight, New York City time, on August 26, 2023 (i.e., one minute after 11:59 p.m., New York City time, on August 25, 2023) (or, with respect to any excluded party (solely for as long as such person or group is an excluded party), from the expiration of the go-shop extension period (if any) (the “no-shop period start date”)), the Company agreed that it will, and will cause each of its subsidiaries and its and their respective employees, officers and directors to, and will instruct and use reasonable best efforts to cause its representatives to, immediately cease and cause to be terminated any solicitation, discussions or negotiations with any persons that may be ongoing with respect to or which could reasonably be expected to lead to a takeover proposal and, from the no-shop period start date until the effective time, not, directly or indirectly:

Immediately following midnight, New York City time, on August 26, 2023, the Company was required to notify Parent in writing of the identity of each excluded party and provide to Parent the material terms and conditions of any such takeover proposal, inquiry, request, proposal or offer (as applicable) and a copy of any such takeover proposal or inquiry, request, proposal or offer, as applicable, made in writing (or, with respect to oral proposals, a written summary thereof) and to provide a copy of any written proposals, correspondence (to the extent necessary to disclose additional material terms or conditions not otherwise disclosed hereunder), documents or agreements delivered to the Company or its representatives by any excluded party that identifies or sets forth any additional material terms or conditions thereof. The parties to the merger agreement have agreed that the Company and its subsidiaries and their respective representatives may continue to engage in the activities described in the first paragraph of this section with respect to each excluded party (solely for as long as any such person or group is an excluded party) on and after August 26, 2023 until the expiration of the go-shop extension period (if any), including with respect to any amended or revised proposal submitted by such excluded party on or after August 26, 2023 until the expiration of the go-shop extension period (if any).

On and after August 26, 2023 and prior to receipt of the Company stockholder approval, if the Company or any of its representatives receives a bona fide takeover proposal that does not result from any breach of the obligations under the merger agreement, (i) the Company and its representatives may contact and engage in discussions with such person or group of persons making such takeover proposal or its or their representatives and financing sources solely to clarify the terms and conditions thereof or to request that any takeover proposal made orally be made in writing or to notify such persons or group of persons or its or their representatives and financing sources of the Company’s obligations described above, and (ii) if the Board or any duly authorized committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such takeover proposal constitutes, or could reasonably be expected to result in, a superior proposal (as defined below) and the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, then the Company and any of its representatives may:

From and after August 26, 2023 (or, in the case of any excluded party (for so long as such person or group is an excluded party), following the expiration of the go-shop extension period (if any)) and prior to receipt of the Company stockholder approval, the Company must promptly (and in any event within 48 hours) notify Parent, in writing, in the event that the Company or any of its subsidiaries or its or their representatives receive (i) a takeover proposal or any inquiry, request, proposal or offer that would reasonably be expected to lead to a takeover proposal, and must disclose the material terms and conditions of any such takeover proposal, inquiry, request, proposal or offer (as applicable), including the identity of the person or group of persons making such takeover proposal, inquiry, request, proposal or offer (as applicable) and a copy of any such takeover proposal or inquiry, request, proposal or offer, as applicable, made in writing (or, with respect to oral proposals, a written summary thereof), or (ii) a request to furnish non-public information regarding the Company or any of its subsidiaries by any third party that informs the Company that it is considering making, or has made, a takeover proposal, or any other inquiry, proposal or offer from a person seeking to have discussions or negotiations with the Company regarding a takeover proposal or any inquiry, request, proposal or offer that would reasonably be expected to lead to a takeover proposal. Furthermore, the Company must keep Parent reasonably informed of any material developments with respect to any such takeover proposal, inquiry, proposal or offer on a prompt basis (and in any event within 48 hours), including by providing copies of all written proposals, documents or agreements (or, with respect to oral proposals, a written summary thereof) or correspondence (to the extent necessary to disclose additional material terms or conditions not otherwise disclosed hereunder) that identifies or sets forth any additional material terms or conditions thereof that is delivered to the Company or its representatives.

The Board has agreed that neither it, nor any duly authorized committee thereof, will:

Prior to adoption of the Company merger agreement proposal by Company stockholders, but not after, the Board or any duly authorized committee thereof may (i) in response to an intervening event (as defined below), other than relating to a takeover proposal, make an adverse recommendation change or (ii) solely in response to a takeover proposal, either or both (x) make an adverse recommendation change or (y) cause the Company to enter into a Company acquisition agreement providing for a takeover proposal and terminate the merger agreement in accordance with the terms thereof only if, in either case, the Board or any duly authorized committee thereof has determined in good faith, after consultation with its financial advisors and outside legal counsel that:

Any termination of the merger agreement in connection with the Company’s entry into a company acquisition agreement with respect to a takeover proposal will be void and of no force and effect unless the termination is in accordance with the termination provisions described in the section below entitled “—Termination of the Merger Agreement” and, to the extent required under the terms of the merger agreement, the Company pays to Parent (or Parent’s designee) the applicable Company termination fee.

For purposes of the merger agreement, “acceptable confidentiality agreement” means (i) any confidentiality agreement entered into by the Company from and after August 5, 2023 that contains confidentiality provisions that are no less favorable in the aggregate to the Company than those contained in the confidentiality agreement between the Company, Nautic and CPRx Holding Company, LLC, except that such confidentiality agreement need not include standstill provisions or otherwise restrict the making of or amendment or modification to takeover proposals, or (ii) any confidentiality agreement entered into prior to August 5, 2023; provided, however, that, (x) in the case of clause (i), any such confidentiality agreements may not contain any provision requiring the Company or any of its subsidiaries to pay or reimburse the counterparty’s expenses and (y) in each case, any such confidentiality agreement may not contain any provision that would prevent the Company from complying with its obligations pursuant to this section to provide any required notice (including any information required therein) to Parent with respect to a takeover proposal from the applicable counterparty.

For purposes of the merger agreement, “takeover proposal” means any inquiry, proposal or offer from any person, entity or group (other than Parent and its subsidiaries) relating to, in a single transaction or series of related transactions, any direct or indirect (including through any derivative, hedging or option transactions):