hcat-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

Form 10-K/A

_______________

Amendment No. 1

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-38993

HEALTH CATALYST, INC.

(Exact name of registrant as specified in its charter)

_______________


Delaware						45-3337483
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

10897 South River Front Parkway #300

South Jordan, UT 84095

(801) 708-6800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________

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

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.001 per share

HCAT

The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated Filer

☐

Emerging growth company

☐

Non-accelerated Filer

☐

Smaller reporting 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $688.2 million based on the closing price of a share of common stock on June 30, 2023 as reported by the Nasdaq Global Select Market, or Nasdaq, for such date.

As of February 15, 2024, the Registrant had 58,563,005 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference from the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, in connection with the registrant’s 2024 Annual Meeting of Stockholders.

_______________

EXPLANATORY NOTE

Health Catalyst, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10‑K for the year ended December 31, 2023, which was originally filed with the Securities and Exchange Commission on February 22, 2024 (the “Form 10‑K”), for the purpose of correcting inadvertent omissions pertaining to certain references to internal control over financial reporting that were required to be provided in the Section 302 Certifications of the Company’s principal executive officer and principal financial officer (the “Section 302 Certifications”) as filed with the Form 10-K. The Exhibits 31.1 and 31.2 filed with the Form 10-K inadvertently omitted from the Section 302 Certifications (i) the introductory language in paragraph 4 that refers to the certifying officer’s responsibility for establishing and maintaining internal control over financial reporting for the Company; and (ii) paragraph 4(b) regarding the design of internal control over financial reporting. The Company hereby amends the Form 10-K by resubmitting the corrected versions of Exhibits 31.1 and 31.2 with this Amendment.

This Amendment neither reflects events occurring after the filing of the Form 10‑K nor modifies or updates those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment speaks as of the original filing date of the Form 10‑K, and does not modify, amend or update any other item or disclosures in the Form 10‑K.

PART IV

Item 15. Exhibits and Financial Statement Schedules

See the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K.

EXHIBIT INDEX

Exhibit

Number

Description of Document

Incorporated by

Reference from Form

Incorporated by Reference
from Exhibit Number

Date Filed

3.1

Amended and Restated Certificate of Incorporation.

S-1/A

3.2

July 12, 2019

3.2

Amended and Restated Bylaws.

S-1/A

3.4

July 12, 2019

3.3

Amendment to the Amended and Restated Bylaws

8-K

3.1

August 2, 2021

4.1

Form of common stock certificate.

S-1/A

4.1

July 12, 2019

4.2

Fifth Amended and Restated Registration Agreement, dated February 6, 2019, by and among the Registrant and certain of its stockholders.

S-1

4.2

June 27, 2019

4.3

Fifth Amended and Restated Investor Rights Agreement, dated February 6, 2019, by and among the Registrant and certain of its stockholders.

S-1

4.3

June 27, 2019

4.4

Fifth Amended and Restated Stockholders Agreement, dated February 6, 2019, by and among the Registrant and certain of its stockholders.

S-1

4.4

June 27, 2019

4.5

Amendment No. 1 to Financing Documents, dated July 10, 2019, by and among the Registrant and certain of its stockholders.

S-1/A

4.5

July 12, 2019

4.6

Description of securities registered under Section 12 of the Exchange Act.

10-K

4.6

February 28, 2020

10.1#

Non-Employee Director Compensation Policy.

10-K

10.13

February 22, 2024

10.2#

2019 Stock Option and Incentive Plan, and forms of agreements thereunder.

S-1/A

10.12

July 12, 2019

10.3#

Amended and Restated 2011 Stock Incentive Plan, and forms of agreements thereunder.

S-1

10.13

June 27, 2019

10.4#

2019 Employee Stock Purchase Plan.

S-1/A

10.14

July 12, 2019

10.5#

Executive Severance Plan.

S-1/A

10.16

July 12, 2019

10.6#

Offer Letter, dated August 7, 2020, between the Registrant and Kevin Freeman.

10-K

10.6

February 28, 2023

10.7#

Offer Letter, dated September 26, 2011, between the Registrant and Daniel Burton.

S-1

10.6

June 27, 2019

10.8#

Offer Letter, dated March 27, 2014, between the Registrant and Bryan Hunt.

10-K

10.10

February 25, 2021

10.9#

Offer Letter, dated May 22, 2013, between the Registrant and Linda Llewelyn.

S-1

10.10

June 27, 2019

10.10#

Offer Letter, dated April 4, 2013, between the Registrant and Jason Alger.

10-K

10.15

February 25, 2021

10.11#

Offer Letter, dated March 27, 2023, between the Registrant and Anne Marie Bickmore.

10-Q

10.1

May 10, 2023

10.12#

Offer Letter, dated March 27, 2023, between the Registrant and Ben Landry.

10-Q

10.2

May 10, 2023

10.13#

Separation and Release Agreement, dated December 4, 2023, between the Registrant and Anne Marie Bickmore.

10-K

10.13

February 22, 2024

10.14#

Senior Executive Cash Incentive Bonus Plan.

S-1

10.15

June 27, 2019

10.15#

Form of Indemnification Agreement, between the Registrant and each of its executive officers and directors.

S-1

10.18

June 27, 2019

21.1

Subsidiaries of Registrant.

10-K

21.1

February 22, 2024

23.1

Consent of Independent Registered Public Accounting Firm.

10-K

23.1

February 22, 2024

24.1

Power of Attorney (included on signature page to this Annual Report on Form 10-K).

10-K

24.1

February 22, 2024

31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

32.1^

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10-K

32.1

February 22, 2024

Policy for Recovery of Erroneously Awarded Compensation

10-K

February 22, 2024

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

104

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

Filed herewith

___________________

# Indicates management contract or compensatory plan.

^ The certifications attached as Exhibit 32.1 accompanying this Annual Report on Form 10-K, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Health Catalyst, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

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, thereunto duly authorized.


	HEALTH CATALYST, INC.

Date: 4/23/2024	By:	/s/ Daniel Burton
		Daniel Burton
		Chief Executive Officer (Principal Executive Officer)

Date: 4/23/2024	By:	/s/ Jason Alger
		Jason Alger
		Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-K/A filed by Health Catalyst Inc (Amendment)