Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

November 3, 2023

Date of Report (Date of earliest event reported)

Evolent Health, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware		001-37415						32-0454912
(State or other jurisdiction of incorporation or organization)		Commission File Number:						(I.R.S. Employer Identification No.)

800 N. Glebe Road	,	Suite 500	,	Arlington	,	Virginia	,	22203
(Address of principal executive offices)(zip code)

(571) 389-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock of Evolent Health, Inc., par value $0.01 per share

EVH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On November 3, 2023, Evolent Health, Inc., (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3ASR filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 3, 2022 (No. 333-266495) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the resale of up to 8,474,576 shares of the Company’s Class A common stock, par value $0.01 per share (“Common Stock”) by the selling stockholders named therein (the “Acquisition Shares”) (the “Acquisition Share Prospectus Supplement”). The Acquisition Shares were issued on January 20, 2023 to Magellan Health, Inc., a Delaware corporation (“Magellan Health”) as consideration in connection with the Company’s acquisition of National Imaging Health, Inc. and certain assets held by Magellan Health, and/or certain of its subsidiaries used in the Magellan Specialty Health Division (the “NIA Acquisition”) and subsequently sold to the selling stockholders named in the Acquisition Share Prospectus Supplement. In connection with the filing of Acquisition Share Prospectus Supplement, the Company is filing a legal opinion as Exhibit No. 5.1 to this current report on Form 8-K, which is incorporated by reference into the Registration Statement.

On November 3, 2023, the Company filed a separate prospectus supplement that forms part of the Registration Statement with respect to the resale of up to 4,375,000 shares of the Company’s Common Stock, issuable upon conversion of 175,000 shares of the Company’s Cumulative Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), by the selling stockholders named therein (the “Conversion Share Prospectus Supplement”). The Series A Preferred Stock was issued to the selling stockholders named in the Conversion Share Prospectus Supplement in connection with the NIA Acquisition. In connection with the filing of Conversion Share Prospectus Supplement, the Company is filing a legal opinion as Exhibit No. 5.2 to this current report on Form 8-K, which is incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
5.1						Opinion of King & Spalding LLP
5.2						Opinion of King & Spalding LLP
23.1						Consent of King & Spalding LLP (included in Exhibit 5.1)
23.2						Consent of King & Spalding LLP (included in Exhibit 5.2)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	EVOLENT HEALTH, INC.

Date: November 3, 2023	By:	/s/ Jonathan D. Weinberg
	Name:	Jonathan D. Weinberg
	Title:	General Counsel and Secretary

Exhibit 5.1


King & Spalding LLP 1185 Avenue of the Americas New York, NY 10036-2601 Tel: +1 212 556 2100 Fax: +1 212 556 2222 www.kslaw.com

November 3, 2023

Evolent Health, Inc.

800 N. Glebe Road, Suite 500

Arlington, Virginia 22203

Ladies and Gentlemen:

We have acted as counsel to Evolent Health, Inc., a Delaware corporation (the “Corporation”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of 8,474,576 shares of the Corporation’s Class A common stock, par value $0.01 per share (the “Shares”). This opinion is being rendered in connection with the Corporation’s Registration Statement on Form S-3ASR (File No. 333-266495) (the “Registration Statement”) filed by the Corporation with the Securities and Exchange Commission under the Securities Act, the prospectus included in the Registration Statement, and the prospectus supplement, dated November 3, 2023 relating to the Shares (the “Prospectus Supplement”). The Shares may be offered and sold from time to time by the selling stockholders named in the Prospectus Supplement.

In so acting, we have examined and relied upon the accuracy of original, certified, conformed or photographic copies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinions set forth below. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all documents submitted to us as certified, conformed or photographic copies and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, we have relied, without independent verification, upon certificates, statements and representations of public officials and representatives of the Corporation.

Based on the foregoing, and subject to the additional assumptions, qualifications and limitations set forth below, we are of the opinion that the Shares have been validly issued and are fully paid and non-assessable.

This opinion is limited in all respects to the federal laws of the United States of America and the General Corporation Law of the State of Delaware, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur, which could affect the opinions contained herein. This opinion is being rendered for the benefit of the Corporation in connection with the matters addressed herein.

We consent to the filing of this opinion as an exhibit to the current report on Form 8-K filed on November 3, 2023 and to the reference to us under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ King & Spalding LLP

Exhibit 5.2


King & Spalding LLP 1185 Avenue of the Americas New York, NY 10036-2601 Tel: +1 212 556 2100 Fax: +1 212 556 2222 www.kslaw.com

November 3, 2023

Evolent Health, Inc.

800 N. Glebe Road, Suite 500

Arlington, Virginia 22203

Ladies and Gentlemen:

We have acted as counsel to Evolent Health, Inc., a Delaware corporation (the “Corporation”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of 4,375,000 shares of the Corporation’s Class A common stock, par value $0.01 per share (the “Conversion Shares”) issuable upon the conversion of 175,000 shares of the Company’s Cumulative Series A Convertible Preferred Stock, par value $0.01 per share(the “Series A Preferred Shares”). This opinion is being rendered in connection with the Corporation’s Registration Statement on Form S-3ASR (File No. 333-266495) (the “Registration Statement”) filed by the Corporation with the Securities and Exchange Commission under the Securities Act, the prospectus included in the Registration Statement, and the prospectus supplement, dated November 3, 2023, relating to the Conversion Shares (the “Prospectus Supplement”). The Conversion Shares may be offered and sold from time to time by the selling stockholders named in the Prospectus Supplement.

Based on the foregoing, and subject to the additional assumptions, qualifications and limitations set forth below, we are of the opinion that the Shares have been duly authorized and, upon the issuance of the Conversion Shares in accordance with the terms of the Certificate of Designation of Series A Convertible Preferred Stock, will be validly issued, fully paid and non-assessable.

Very truly yours,

/s/ King & Spalding LLP

Cover	Nov. 03, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 03, 2023
Entity Registrant Name	Evolent Health, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37415
Entity Tax Identification Number	32-0454912
Entity Address, Address Line One	800 N. Glebe Road
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Arlington
Entity Address, State or Province	VA
City Area Code	571
Local Phone Number	389-6000
Entity Address, Postal Zip Code	22203
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock of Evolent Health, Inc., par value $0.01 per share
Trading Symbol	EVH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001628908