CASTLIGHT HEALTH, INC. : Completion of Acquisition or Disposition of Assets, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure under the Introductory Note and Item 3.01 is incorporated herein
by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.

On February 17, 2022, Castlight (i) notified The New York Stock Exchange (the
"NYSE") of the consummation of the Merger and (ii) requested that the NYSE (x)
suspend trading of the Shares and (y) file with the SEC a Form 25 Notification
of Removal from Listing and/or Registration to delist and deregister the Shares
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Castlight intends to file with the SEC a certification on Form
15 under the Exchange Act, requesting the suspension of Castlight's reporting
obligations under Sections 13 and 15(d) of the Exchange Act with respect to the
Shares.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

As a result of Purchaser's acceptance for payment of all Shares that were
validly tendered and not validly withdrawn in accordance with the terms of the
Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL,
a change in control of Castlight occurred and Castlight is now a wholly owned
subsidiary of Vera.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the Effective Time, Maeve O'Meara, Bryan
Roberts, Ph.D., Seth Cohen, Michael Eberhard, David Ebersman, Ed Park, David B.
Singer, Kenny Van Zant and Judith K. Verhave each resigned from his or her
respective position as a member of the Castlight Board of Directors, and any
committee thereof. These resignations were not a result of any disagreement
between Castlight and the directors on any matter relating to Castlight's
operations, policies or practices.

Following the Merger and pursuant to the Merger Agreement, as of the Effective
Time, the directors of Purchaser immediately prior to the Effective Time became
the directors of the Surviving Corporation and the officers of Castlight
immediately prior to the Effective Time became the officers of the Surviving
Corporation. The sole director of Purchaser immediately prior to the Effective
Time was Ryan Schmid. The officers of Castlight immediately prior to the
Effective Time were Maeve O'Meara, Will Bondurant and Eric Chan. Information
regarding the new director has been previously disclosed in Schedule I of the
Offer to Purchase as filed with the Tender Offer Statement on Schedule TO,
originally filed by Vera and Purchaser on January 19, 2022.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Castlight's certificate of incorporation was amended and restated in its entirety. A copy of Castlight's Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Castlight's bylaws were amended and restated in their entirety. A copy of Castlight's Amended and Restated Bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

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On February 17, 2022, Parent issued a press release announcing the closing of
the transactions contemplated by the Merger Agreement. A copy of this press
release is attached as Exhibit 99.1 hereto and incorporated by reference into
this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                Description
  2.1                        Agreement and Plan of Merger by and among Vera Whole Health, Inc.,
                           Carbon Merger Sub, Inc., and Castlight Health,

Inc., Inc., dated January

                           3, 2022 (incorporated by reference to Exhibit 

2.1 to the Form 8-K filed by

                           Castlight with the SEC on January 5, 2022).
  3.1                        Amended and Restated Certificate of 

Incorporation of Castlight Health,

                           Inc.
  3.2                        Amended and Restated Bylaws of Castlight Health, Inc.
  99.1                       Press Release, dated February 17, 2022.
104                        Cover Page Interactive Data File (embedded within the Inline XBRL
                           document).

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