This Amendment No. 1 (this Amendment) to Schedule
14D-9 amends and supplements the Solicitation / Recommendation Statement on Schedule 14D-9 previously filed by Castlight Health, Inc., a Delaware corporation
(Castlight), with the Securities and Exchange Commission on January 19, 2022 (the Schedule 14D-9), relating to the cash tender offer by Carbon Merger Sub, Inc.
(Purchaser), a Delaware corporation and wholly-owned subsidiary of Vera Whole Health, Inc. (Vera), to purchase all of the outstanding shares of Castlight Class A common stock, par value $0.0001 per share
(the Class A Shares), and Castlight Class B common stock, par value $0.0001 per share (the Class B Shares, and, together with the Class A Shares, the
Shares), at a purchase price of $2.05 per Share, net to the seller in cash, without interest, and subject to withholding taxes, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as
of January 4, 2022, by and among Castlight, Vera and Purchaser, the Offer to Purchase, dated as of January 19, 2022 and the related Letter of Transmittal, each of which may be amended or supplemented from time to time.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged and
is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information
The
subsection of Item 8 of the Schedule 14D-9 entitled Regulatory ApprovalsU.S. Antitrust Laws is hereby amended as follows:
On page 53, the third full paragraph is amended and supplemented by adding the following sentence at the end of the paragraph:
On February 3, 2022 at 11:59 p.m. Eastern Time, the waiting period applicable to the Offer under the HSR Act expired. Accordingly, the condition to the
Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied.