Introductory Note
On July 9, 2026 (the “Closing Date”), Inventurus Knowledge Solutions, Inc., a Delaware corporation (“Parent”), completed the previously announced acquisition of TruBridge, Inc., a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of April 23, 2026 (the “Merger Agreement”), by and among the Company, Parent, IKS Next Horizon, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and, solely for certain limited purposes as specified therein, Inventurus Knowledge Solutions Limited, an Indian public limited company (“TopCo”). Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent (the “Surviving Corporation”).
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock owned by Parent, Merger Sub, the Company or any of their respective wholly-owned subsidiaries, other than shares held in a fiduciary, representative or other capacity on behalf of third parties (whether or not held in a separate account), and (ii) shares of Company Common Stock owned by stockholders of the Company who have properly demanded and not withdrawn or otherwise waived or lost such right to appraisal under Delaware law (collectively, “Excluded Shares”)) was converted into the right to receive $26.25 per share in cash, without interest (the “Per Share Merger Consideration”).
The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement and the transactions contemplated thereby, including the Merger, were previously described in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on April 23, 2026 and the definitive proxy statement filed with the SEC by the Company on June 4, 2026 (the “Proxy Statement”).
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, on the Closing Date, the Company paid off all outstanding indebtedness and other amounts required to be paid at payoff in respect of obligations owing, and terminated the commitments, under that certain Amended and Restated Credit Agreement, dated as of November 25, 2025, by and among the Company and certain of its subsidiaries, as guarantors, certain lenders named therein, and Regions Bank, as administrative agent and collateral agent (the “Credit Agreement”). In connection with the termination of the Credit Agreement, on the Closing Date, all outstanding obligations for principal, interest and fees and other amounts required to be paid at payoff under the Credit Agreement were paid off in full and all guarantees and liens securing obligations under the Credit Agreement were terminated and released.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the Merger Agreement, at the Effective Time, equity-based awards outstanding under the Company’s Amended and Restated 2019 Incentive Plan and Second Amended and Restated 2019 Incentive Plan immediately prior to the Effective Time were subject to the following treatment:
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any vesting conditions applicable to each outstanding restricted stock award (each, a “Company RSA”) automatically accelerated in full, and such Company RSA was converted into the right to receive, with respect to each share of Company Common Stock subject to such Company RSA (subject to any proration as set forth in an applicable award agreement), the Per Share Merger Consideration (less applicable taxes required to be withheld) and cancelled pursuant to the Merger Agreement; and |
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any performance conditions applicable to each outstanding performance share award (each, a ”Company PSA”) automatically ceased to apply, and such Company PSA was converted into the right to receive, with |