EXPLANATORY NOTE
This Registration Statement on Form S-8 (the Registration Statement) is being filed for the purpose of
registering 2,100,000 shares of Class A common stock, par value $0.001 per share (the Common Stock), reserved and available for issuance under the 2023 Inducement Plan (the Inducement Plan) of Definitive Healthcare Corp.
(the Registrant).
On September 5, 2023, the Human Capital Management and Compensation Committee of the Registrants board of
directors adopted the Inducement Plan, pursuant to which the Registrant reserved 2,100,000 shares of Common Stock, to be used exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the
Registrant, as an inducement material to the individuals entry into employment with the Registrant within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.
The Inducement Plan provides for the grant of equity-based awards in the form of nonstatutory stock options, stock appreciation rights, restricted stock
awards, restricted stock unit awards, and dividend equivalent rights. The Inducement Plan was adopted by the Human Capital Management and Compensation Committee without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the Securities Act). In accordance with the rules and regulations of the
U.S. Securities and Exchange Commission (the Commission) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission by the Registrant, pursuant to the Securities Act, and the Securities Exchange Act of
1934, as amended (the Exchange Act), as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
(a) The Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 27, 2023, as amended by the Registrants Amendment No. 1 to Form
10-K for the fiscal year ended December 31, 2022 on Form 10-K/A, filed with the Commission on August 14, 2023, which includes audited financial statements for the Registrants latest fiscal year.
(b) The Registrants Definitive Proxy Statement on Schedule
14A filed with the Commission on April 20, 2023 (but only with respect to information specifically incorporated by reference into the Registrants Annual Report on Form 10-K
for the year ended December
31, 2022).
(c) The Registrants Quarterly Report on Form
10-Q for the quarter ended March 31, 2023, filed with the Commission on May 4, 2023, as amended by the Registrants Amendment No. 1 to Form 10-Q
for the quarter ended March 31, 2023 on Form 10-Q/A, filed with the
Commission on August
14, 2023.
(d) The Registrants Quarterly Report on Form
10-Q for the quarter ended June 30, 2023, filed with the Commission on August 14, 2023.
(e)
The Registrants Current Reports on Form 8-K, filed with the Commission on January
12, 2023 (solely with regard to Item 2.05), February 23, 2023 (solely with regard to
Item 5.02 and the exhibits that relate to such item), June
5, 2023, June
8, 2023, and August 1, 2023 (solely with regard to Items 2.05, 4.02).