Current Report Filing (8-k)
October 16 2017 - 8:49AM
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): October 16, 2017
Health
Insurance Innovations, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-35811
|
|
46-1282634
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
15438
N. Florida Avenue, Suite 201
Tampa,
Florida
|
|
33613
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
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:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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
2.02.
Results of Operations and Financial
Condition.
On
October 16, 2017, Health Insurance Innovations, Inc. (the “Company”) issued certain preliminary results for its third
quarter ended September 30, 2017. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished in this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability
of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
Item
8.01.
Other Events.
Share
Repurchase Authorization
On
October 13, 2017, the Company’s Board of Directors authorized a share repurchase program for up to $50 million of the Company’s
outstanding Class A Common Stock. The share repurchase authorization permits the Company to periodically repurchase shares for
cash for a period of 24 months in open market purchases, block transactions and privately negotiated transactions in accordance
with applicable federal securities laws. The actual timing, number and value of shares repurchased under the program will be determined
by the Company’s management at its discretion and will depend on a number of factors, including the market price of the
Company’s common stock, general market and economic conditions, regulatory requirements, capital availability and compliance
with the terms of the Company’s credit facility. Repurchases under the program will be funded from one or a combination
of existing cash balances, future free cash flow, and indebtedness. There is no guarantee as to the number of shares that will
be repurchased, and the repurchase program may be extended, suspended or discontinued at any time without notice at the Company’s
discretion.
The
repurchase program will be conducted in accordance with SEC Rule 10b-18 with respect to open-market purchases. The Company may
adopt a Rule 10b5-1 share repurchase plan under the Exchange Act (the “Plan”) in connection with
its share repurchase authorization. The Plan will allow the Company to repurchase its shares at times when it otherwise might
be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. Because repurchases
under the Plan will be subject to certain pricing parameters, there is no guarantee as to the exact number of shares that will
be repurchased under the Plan or that there will be any repurchases pursuant to the Plan. Subject to applicable regulations, the
Company may elect to amend or cancel the Plan at its discretion.
Update
on Florida TPA Application Process
On
September 29, 2017, the Company and the Florida Office of Insurance Regulation (the “OIR”) entered into a mutual consent
order relating to the Company’s Third-Party Insurance Administrator (“TPA”) application in Florida. Pursuant
to the consent order, on October 2, 2017, the Florida Division of Administrative Hearings granted a motion to dismiss the Company’s
petition contesting the OIR’s prior license denial and cancelling the hearing on the Company’s appeal of the denial,
and on October 4, 2017, the OIR withdrew its prior denial of the Company’s TPA license application. The mutual consent order
between the Company and the OIR specifies details regarding the information to be included in the Company’s new TPA application
and certain procedural steps, such as a pre-submission meeting with the OIR.
|
Item
9.01.
|
Financial
Statements and Exhibits
|
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.
|
HEALTH INSURANCE INNOVATIONS, INC.
|
|
|
|
|
By:
|
/s/
Michael D. Hershberger
|
|
Name:
|
Michael
D. Hershberger
|
|
Title:
|
Chief
Financial Officer, Treasurer, and Secretary
|
Date:
October 16, 2017
Health Insurance Innovat... (NASDAQ:HIIQ)
Historical Stock Chart
From Aug 2024 to Sep 2024
Health Insurance Innovat... (NASDAQ:HIIQ)
Historical Stock Chart
From Sep 2023 to Sep 2024