Current Report Filing (8-k)
September 25 2017 - 9:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 25, 2017
Health
Insurance Innovations, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-35811
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46-1282634
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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15438
N. Florida Avenue, Suite 201
Tampa,
Florida
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33613
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (813) 397-1187
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [X]
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. [ ]
Item
7.01.
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Regulation
FD Disclosure.
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Attached
as Exhibit 99.1 to this Current Report on Form 8-K is an investor presentation that Health Insurance Innovations, Inc. may use
in presentations to investors from time to time.
The
information in this Current Report on Form 8-K shall not be treated as filed for purposes of the Securities Exchange Act of 1934,
as amended.
On
September 25, 2017, Health Insurance Innovations, Inc. (the “Company”) provided updated disclosure regarding the following
matters:
Update
on pending regulatory matters in Montana
As
previously disclosed in the Company’s SEC filings, the Company was among more than two dozen separate parties named
by the Montana Commissioner of Securities and Insurance (“CSI”) in a Notice of Proposed Agency Action on May 12, 2016.
While the Company continues to be fully cooperative with the CSI, at this time based on our discussions with the CSI, the Company
has updated its estimate of exposure to a potential settlement with Montana with respect to this action and believes that it is
no longer material to the Company.
Update
on Florida Third-Party Insurance Administrator (“TPA”) License
As
previously disclosed, the Company remains an active insurance agency in the State of Florida under an Agency License issued
by the Florida Department of Financial Services. The Company continues to engage in active discussions with the Florida Office
of Insurance Regulation (“OIR”) regarding the Company obtaining a TPA license in the State of Florida. As a result
of these discussions, the Company and the OIR have now reached a general understanding on a path forward that would allow the
Company to submit a new application for a TPA license, and the Company and the OIR are working on the specific terms of that understanding.
Item
9.01.
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Financial
Statements and Exhibits.
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Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements other than historical fact, and may include statements
relating to goals, plans and projections regarding new markets, products, services, growth strategies, anticipated trends in our
business and anticipated changes and developments in the United States health insurance system and laws. Forward-looking statements
are based on HIIQ’s current assumptions, expectations and beliefs are generally identifiable by use of words “may,”
“might,” “will,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue,” or
similar expressions and involve significant risks and uncertainties that could cause actual results, developments and business
decisions to differ materially from those contemplated by these statements. These risks and uncertainties include, among other
things, our ability to maintain relationships and develop new relationships with health insurance carriers and distributors, our
ability to retain our members, the demand for our products, the amount of commissions paid to us or changes in health insurance
plan pricing practices, ongoing regulatory examinations and state licensure requirements, our ability to integrate our acquisitions,
competition, changes and developments in the United States health insurance system and laws, and HIIQ’s ability to adapt
to them, the ability to maintain and enhance our name recognition, difficulties arising from acquisitions or other strategic transactions,
and our ability to build the necessary infrastructure and processes to maintain effective controls over financial reporting. These
and other risk factors that could cause actual results to differ materially from those expressed or implied in our forward-looking
statements are discussed in HIIQ’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission
(SEC) as well as other documents that may be filed by HIIQ from time to time with the Securities and Exchange Commission, which
are available at www.sec.gov. Any forward-looking statement made by us in this press release is based only on information currently
available to us and speaks only as of the date on which it is made. You should not rely on any forward-looking statement as representing
our views in the future. We undertake no obligation to publicly update any forward-looking statement, whether written or oral,
that may be made from time to time, whether as a result of new information, future developments or otherwise.
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 hereunto duly authorized.
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HEALTH
INSURANCE INNOVATIONS, INC.
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By:
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/s/
Michael D. Hershberger
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Name:
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Michael
D. Hershberger
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Title:
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Chief
Financial Officer, Treasurer, and Secretary
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Date:
September 25, 2017
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