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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
Form 8-K
____________________________
Current Report
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 23, 2026 (June 22, 2026)
____________________________
Cross Country Healthcare, Inc.
(Exact name of registrant as specified in its
charter)
____________________________
| Delaware |
0-33169 |
13-4066229 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
6551 Park of Commerce Boulevard, N.W., Boca
Raton, FL 33487
(Address of principal executive offices) (Zip
Code)
(561) 998-2232
(Registrant's telephone number, including area
code)
Not Applicable
(Former name or former address, if changed
since last report.)
____________________________
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
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)) |
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| ☐ |
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 |
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
CCRN |
NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As previously disclosed, on May 6, 2026, Cross Country
Healthcare, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) by and among the Company, KL Criss Cross Intermediate, LLC, a Delaware limited liability company (“Parent”),
and KL Criss Cross Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”),
pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger
as a wholly-owned subsidiary of Parent.
The waiting period with respect to the consummation
of the Merger and with respect to the sale of the Company’s locums business division to All Star Healthcare Solutions, an affiliate
of Parent (the “Locums Transaction”), under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
“HSR Act”), each expired at 11:59 p.m. Eastern Time on June 22, 2026. The expiration of the waiting period under the
HSR Act with respect to the consummation of the Merger and with respect to the Locums Transaction satisfies one of the major conditions
to the closing of the transactions contemplated by the Merger Agreement, which remains subject to other customary closing conditions.
The Merger is expected to close in the third quarter of calendar year 2026.
The special meeting of the Company’s shareholders to approve
the Merger is scheduled for July 16, 2026, beginning at 12:00 p.m. Eastern Time.
Important Information and Where to Find It
This communication relates to a proposed Merger between the Company,
Parent and the other parties to the Merger Agreement. In connection with this proposed Merger, the Company filed a definitive proxy statement
on Schedule 14A with the SEC, and the definitive proxy statement was thereafter mailed to stockholders of the Company seeking their approval
of the Merger-related proposals. This communication is not a substitute for any proxy statement or other document the Company has filed
or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE DEFINITIVE PROXY STATEMENT, AND OTHER DOCUMENTS
THAT HAVE BEEN AND MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of these documents and other documents filed with
the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by
the Company are available free of charge on the Company’s internet website at https://ir.crosscountryhealthcare.com/ or by contacting
the Company’s primary investor relations contact by email at jvogel@crosscountry.com or by phone at 561-237-8310.
The website addresses included herein are inactive textual references
only. The information contained on such websites is not incorporated into this Report.
Participants in the Solicitation
The Company, Parent, Merger Sub, their respective directors, and certain
of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed Merger.
Information about the directors and executive officers of the Company, their ownership of Company Common Shares, and the Company’s
transactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was
filed with the SEC on March 10, 2026 in its definitive proxy statement on Schedule 14A for its 2026 Annual Meeting in the sections entitled
“Security Ownership of Certain Beneficial Owners and Management” and “Related Party Transactions”, which was filed
with the SEC on March 30, 2026, as amended by Amendment No. 1 thereto filed on April 2, 2026, certain of its Quarterly Reports on Form
10-Q, and certain of its Current Reports on Form 8-K.
These documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when
they become available.
No Offer or Solicitation
This communication is for
informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to
buy or sell any securities, or a solicitation of any vote or 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.
Forward Looking Statements
This communication contains “forward-looking statements”
within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of
historical fact, including statements regarding the proposed Merger, including the expected timing and closing of the proposed Merger;
the Company’s ability to consummate the proposed Merger; the expected benefits of the proposed Merger and other considerations taken
into account by the Board in approving the proposed Merger; the amounts to be received by stockholders; and expectations for the Company
prior to and following the Closing of the proposed Merger, may be deemed to be forward-looking statements. All such forward-looking statements
are intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions
relating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be identified
through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,”
“plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,”
“predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of
similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements
relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such
risks and uncertainties include, among others: (i) the timing to consummate the proposed Merger, (ii) the risk that a condition of Closing
of the proposed Merger may not be satisfied or that the Closing of the proposed Merger might otherwise not occur, (iii) the risk that
a regulatory approval that may be required for the proposed Merger is not obtained or is obtained subject to conditions that are not anticipated,
(iv) the diversion of management time on transaction-related issues, (v) risks related to disruption of management time from ongoing business
operations due to the proposed Merger, (vi) the risk that any announcements relating to the proposed Merger could have adverse effects
on the market price of Company Common Shares, (vii) the risk that the proposed Merger and its announcement could have an adverse effect
on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and
customers, (viii) the occurrence of any event, change, or other circumstance or condition that could give rise to the termination of the
Merger Agreement, including in circumstances requiring the Company to pay a termination fee, (ix) the risk that competing offers will
be made; (x) unexpected costs, charges or expenses resulting from the Merger, (xi) potential litigation relating to the Merger that could
be instituted against the parties to the Merger Agreement or their respective directors, managers, or officers, including the effects
of any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that the Company’s businesses
serve which could have an effect on demand for the Company’s services and impact the Company’s profitability, (xiii) effects
from global pandemics, epidemics, or other public health crises, (xiv) changes in marketplace conditions, such as alternative modes of
healthcare delivery, reimbursement, and customer needs, and (xv) disruptions in the global credit and financial markets, including diminished
liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security
vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, costs of providing services, retention of key
employees, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those
contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking
statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information
regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s
filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2025 and in the Company’s other filings with the SEC. The list of factors is
not intended to be exhaustive.
These forward-looking statements speak only as
of the date of this communication, and, except as may be required by applicable law, the Company does not assume any obligation to update
or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
|
Description
of Exhibit
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| |
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SIGNATURES
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.
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CROSS COUNTRY HEALTHCARE, INC. |
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| Date: June 23, 2026 |
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By: |
/s/ Kevin C. Clark |
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Name: |
Kevin C. Clark |
| |
|
Title: |
Co-Founder, Chairman and Chief Executive Officer |
