Blog: 1LIFE HEALTHCARE INC : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – marketscreener.com

Item 7.01. Regulation FD Disclosure.

On June 7, 2021, 1Life Healthcare, Inc., a Delaware corporation (“One Medical”)
and Iora Health, Inc., a Delaware corporation (“Iora”), issued a press release
announcing the execution of an Agreement and Plan of Merger (the “Merger
Agreement”) by and among One Medical, Iora, SB Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of One Medical, and Fortis Advisors LLC,
solely in its capacity as the representative of the stockholders of Iora. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.

A copy of the Merger Agreement will be filed with the Securities and Exchange
Commission (the “SEC”) by amendment to this report as soon as reasonably
practicable.

The information contained in this Item 7.01 and the accompanying Exhibit 99.1
are furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended, nor shall they be deemed incorporated by reference in any
filing with the SEC made by One Medical, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.

Additional Information and Where to Find It

One Medical plans to file with the SEC, and the parties plan to furnish to the
security holders of Iora and One Medical, a Registration Statement on Form S-4,
which will constitute a prospectus and proxy statement of One Medical and will
include an information statement of Iora, in connection with the proposed
Merger, referred to as a proxy statement/prospectus, whereupon the separate
corporate existence of Merger Sub shall cease and Iora shall continue as the
surviving corporation of the Merger as a direct wholly owned subsidiary of One
Medical. The proxy statement/prospectus described above will contain important
information about One Medical, Iora, the proposed Merger and related matters. A
proxy statement/prospectus will be sent to all One Medical stockholders. One
Medical also will file other documents regarding the proposed transaction with
the SEC. Before making any voting decision, investors and security holders of
One Medical are urged to read the registration statement, proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed Merger as they become
available because they will contain important information about the proposed
Merger.
Investors and security holders will be able to obtain free copies of these
documents, and other documents filed with the SEC, by One Medical through the
website maintained by the SEC at http://www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of these documents from One
Medical by contacting One Medical’s Investor Relations by email at
investor@onemedical.com, or by going to the One Medical web page at
https://investor.onemedical.com.

Participants in the Solicitation

The respective directors and executive officers of One Medical and Iora may be
deemed to be participants in the solicitation of proxies from One Medical’s
stockholders and written consents from the security holders of Iora in
connection with the proposed Merger. Information regarding the interests of
these directors and executive officers in the transaction described herein will
be included in the proxy statement/prospectus described above.

No Offer or Solicitation

This Current Report on Form 8-K is not intended to and shall not constitute an
offer to sell or the solicitation of an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote of approval, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus that meets the requirements of Section
10 of the Securities Act of 1933, as amended.

Forward-Looking Statements

This Current Report on Form 8-K contains express and implied forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, which include, but are not limited to, statements regarding expected
timing, completion and effects of the proposed Merger. All statements contained
in this Current Report on Form 8-K other than statements of historical facts are
forward-looking statements. These forward-looking statements are subject to a
number of risks and uncertainties, and you should not rely upon the
forward-looking statements as predictions of future events. The future events
and trends discussed in this Current Report on Form 8-K may not occur and actual
results could differ materially and adversely from those anticipated or implied
in the forward-looking statements as a result of uncertainties, risks, and
changes in circumstances, including but not limited to risks and uncertainties
related to: the ability of the parties to consummate the proposed Merger,
satisfaction of closing conditions precedent to the consummation of the proposed
Merger, potential delays in consummating the Merger, the ability of One Medical
to timely and successfully achieve the anticipated benefits and potential
synergies of the Merger and the impact of health epidemics, including the
COVID-19 pandemic, on the parties’ respective

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businesses and the actions the parties may take in response. Except to the
extent required by law, One Medical does not undertake to update any of these
forward-looking statements after the date of this Current Report on Form 8-K to
conform these statements to actual results or revised expectations. A discussion
of factors that may affect future results, including under the heading titled
“Risk Factors”, is contained in One Medical’s SEC filings, including the most
recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which may
be accessed at http://www.sec.gov. These documents can also be accessed on the One
Medical web page at https://investor.onemedical.com.



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit                 Description

99.1                      Press Release, dated June     7    , 2021.
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)


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