SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 19, 2023
Date of Report (date of earliest event reported)
Babylon Holdings Limited
(Exact name of registrant as specified in its charter)
Bailiwick of Jersey, Channel Islands
(State or other jurisdiction of
(Commission File Number)
(IRS Employer Identification No.)
2500 Bee Cave Road
Building 1 - Suite 400
(Address of principal executive offices)
(Registrant's telephone number, including area code)
(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:
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
Name of each exchange on which registered
|Class A ordinary shares, par value $0.001056433113 per share||BBLN||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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On May 24, 2023, Per Brilioth and Georgi Ganev notified the board of directors (the "Board") of Babylon Holdings Limited (the "Company") of their respective resignations as directors, effective immediately. The respective decisions of Messrs. Brilioth and Ganev were not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(d) On May 19, 2023, the Board appointed Aidan de Brunner to the Board and the Audit, Nominating and Corporate Governance, Remuneration, and Strategic Committees of the Board, effective as of May 19, 2023. The Board has determined that Mr. de Brunner is independent under the standards of the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange, and meets the additional standards applicable to members of the Audit Committee.
Mr. de Brunner was nominated by the Majority Bridge Noteholders (as defined below) pursuant to the bridge loan notes facility agreement, dated March 9, 2023, among the Company, as borrower, Babylon Healthcare Inc., Babylon Partners Ltd., Babylon Inc., and Babylon Group Holdings Limited, as guarantors, and Kroll Trustee Services Limited, as trustee and security agent, as amended and restated by the amendment and restatement agreement, dated May 10, 2023 (as so amended and restated, the "Amended Bridge Facility Agreement"). The Amended Bridge Facility Agreement gives certain affiliates of, or funds managed and/or advised by, AlbaCore Capital LLP (the "Majority Bridge Noteholders," as further defined in the Amended Bridge Facility Agreement) the right to nominate two non-executive, independent directors for appointment to the Board (the "Bridge Noteholder-selected Independent Directors"). Mr. Eugene I. Davis, who was appointed to the Board effective as of March 30, 2023, and Mr. de Brunner are the two Bridge Noteholder-selected Independent Directors.
If Mr. de Brunner resigns from the Board, the Majority Bridge Noteholders may nominate a replacement Bridge Noteholder-selected Independent Director, and the Company has agreed to use all reasonable endeavors to effect the appointment of such replacement Bridge Noteholder-selected Independent Director within the time period specified in the Amended Bridge Facility Agreement.
Mr. de Brunner will not be compensated in accordance with the Company's Outside Director Compensation Policy, and will instead receive compensation for his service as a non-employee director pursuant to an Independent Director Agreement which he entered into with the Company, dated and effective as of May 19, 2023 (the "Director Agreement"). The Director Agreement provides that the Company shall pay Mr. de Brunner a flat, fixed cash fee of £40,000 per month, for an initial term of no less than six months from the effective date, and terminating after the initial six months only upon Mr. de Brunner's death, disability, termination by mutual agreement with the Company, removal from the Board, becoming legally barred from serving as a director of the Company, or resignation upon no less than two months' prior written notice. The Director Agreement also provides that the Company shall reimburse Mr. de Brunner's reasonable out-of-pocket expenses in connection with his service on the Board. The foregoing description of the Director Agreement does not purport to be complete and is qualified in its entirety by reference to the Director Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Mr. de Brunner has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, except for the compensation set forth in the Director Agreement, which was approved by the Audit Committee pursuant to the Company's Related Person Transactions Policy.
The Company agreed in the Amended Bridge Facility Agreement that following the appointment of Mr. de Brunner to the Board and the resignations or Messrs. Brilioth and Ganev, the Board will consist of a maximum of five directors, a majority of whom are independent, non-executive directors, and two of whom are Bridge Noteholder-selected Independent Directors.
The director nomination and Board constitution rights referred to in this Current Report are described further in the Amended Bridge Facility Agreement, a copy of which is filed as Exhibit 4.5 to the Company’s Form 10-Q filed with the SEC on May 10, 2023.
Item 9.01 - Financial Statements and Exhibits
|10.2|Letter Agreement (Tranche Three Waiver), dated April 17, 2023, between the Company and Kroll Trustee Services Limited ("Kroll"), as Trustee acting on behalf of the Bridge Finance Parties as defined in Loan Note Facility Agreement, dated March 9, 2023, between the Company, the Original Guarantors identified therein, and Kroll, as Trustee and Security Agent.
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
Date: May 25, 2023
|Babylon Holdings Limited|
|/s/ David Humphreys|
|Chief Financial Officer|