NantHealth : Accelaration/Increase of Financial Obligation - Form 8-K

Item 2.04

Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On September 29, 2023, NantHealth, Inc. (the "Company") received notice from U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the "Trustee") that, pursuant to the terms of the Amended and Restated Indenture, dated as of May 17, 2023 (as amended, restated, modified or supplemented from time to time, the "Convertible Notes Indenture"), by and among the Company, as issuer, NaviNet, Inc. and OpenNMS Group, Inc., as guarantors, and the Trustee, that Highbridge Capital Management, LLC and its affiliated funds ("Highbridge"), as holders of approximately $75 million in aggregate principal amount of Convertible Notes (the "Notes"), have exercised their right under the Convertible Note Indenture to require the Company to repurchase their Notes (the "Repurchase Right") on October 18, 2023. Unless otherwise specified, capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Convertible Notes Indenture.

Each of Highbridge and Nant Capital, LLC ("Nant Capital") executed a letter of support dated April 14, 2023 pursuant to which it confirmed to the Company, among other things:(i) that ithas the intent and the ability to support the Company, on a pro rata basis (based on the aggregate principal amount of the Notes held by each of Highbridge and Nant Capital), with additional loaned funds to the extent necessary to support the Company's normal business operations in the manner then being currently conducted and for at least through May 17, 2024 (with no cash interest of principal payments required to be paid until on or after May 17, 2024, the "Deferred Interest Payment Date"), and (ii) to consent to amend the Convertible Notes Indenture to defer all cash interest payments that would otherwise have been payable until a date to be agreed that is not earlier than the Deferred Interest Payment Date (provided, that interest shall accrue on such cash interest payments that would otherwise been made, with such compounding to occur on each regularly scheduled interest payment date), in each case, pursuant to customary documentation to be reasonably agreed (the "Support Letter"). Highbridge asserts that, among other things, because the terms confirmed by it in the Support Letter were not formally incorporated into an amendment to the Convertible Notes Indenture, it retained the right to be paid interest on the Notes. The Company disagrees with Highbridge's assertion. However, upon Highbridge's demand for cash payment of the accrued interest on its Notes, the Company paid such interest to Highbridge on September 7, 2023. The Company did not provide payment to Nant Capital for the accrued interest on its Notes. Nant Capital has requested that the Company provide a cash payment of the accrued interest due under Nant Capital's Convertible Notes that, like Highbridge, Nant Capital had previously confirmed it would defer until May 17, 2024 in the Support Letter.