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0001141103
6551 Park of Commerce Boulevard, N.W.
0001141103
2025-09-03
2025-09-03
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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):
September 3, 2025
_____________________
Cross Country Healthcare, Inc.
(Exact name of registrant as specified in its
charter)
_____________________
| Delaware |
0-33169 |
13-4066229 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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.)
_____________________
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 (see General Instruction A.2.
of Form 8-K):
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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) |
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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
On September 3, 2025, in accordance with the terms
of the Agreement and Plan of Merger, dated as of December 3, 2024 (as may be amended from time to time by the parties thereto, the “Merger
Agreement”), among Cross Country Healthcare, Inc. (the “Company”), Aya Holdings II Inc. (“Parent”),
Spark Merger Sub One Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and, solely for the limited purposes
set forth therein, Aya Healthcare, Inc., pursuant to which Merger Sub will merge with and into the Company (the “Merger”),
the End Date (as defined in the Merger Agreement) was automatically extended from September 3, 2025 to December 3, 2025.
Other than the extension of the End Date, the terms of the Merger Agreement remain unchanged.
The
foregoing description of the Merger Agreement is subject to, and is qualified in its entirety by, the full text of the Merger Agreement,
which is filed as Annex A to the Definitive Proxy Statement filed by the Company on January 22, 2025, and which is incorporated herein
by reference.
As
previously disclosed, the Company and Aya each previously received a request for additional information (the “Second Request”)
from the U.S. Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the transactions contemplated
by the Merger Agreement. As of August 29, 2025, each of the Company and Aya has certified to the FTC that it has substantially complied
with the Second Request. Subject to the satisfaction or waiver of customary closing conditions, including receipt of certain regulatory
approvals, the Merger is expected to close in the fourth quarter of 2025.
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 Merger; 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 of directors of the Company 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 the common stock of the Company, (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, 2024 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 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.
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: September 3, 2025 |
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By: |
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/s/ John Martins |
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Name: |
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John Martins |
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Title: |
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President & Chief Executive Officer (Principal Executive Officer) |
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