Current Report Filing (8-k)
March 06 2020 - 3:06PM
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): March 3, 2020
Benefytt
Technologies, 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: (877) 376-5831
Health
Insurance Innovations, Inc.
(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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Class
A Common Stock, $0.001 par value
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BFYT
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Nasdaq
Global Market
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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 [ ]
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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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5.02(e):
Approval of Performance Bonus
On
March 5, 2020, the Compensation Committee of the Board of Directors of Benefytt Technologies, Inc., formerly known as Health Insurance
Innovations, Inc. (the “Company”), approved the payment of a 2019 performance bonus of $1,200,000 to Gavin
D. Southwell, the Company’s Chief Executive Officer and President. The bonus will be paid under the Company’s
annual management incentive cash bonus program.
Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Amendment
of Certificate of Incorporation
On
March 3, 2020, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the company’s
Amended and Restated Certificate of Incorporation changing the Company’s corporate name from Health Insurance Innovations,
Inc. to Benefytt Technologies, Inc. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Amendment
and Restatement of By-Laws
In
addition, the Company amended and restated its Amended and Restated Bylaws, effective as of March 6, 2020, to reflect the above-described
corporate name change. A copy of the Amended and Restated Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and
is incorporated herein by reference.
Related
Matters
In
connection with its name change, the Company also took the following steps:
●
Obtained a new CUSIP number for its Class A common stock, which is 08182C 106, and
●
Changed its trading symbol on the Nasdaq Global Market from “HIIQ” to “BFYT” effective as of March 6,
2020.
Item
7.01.
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Regulation
FD Disclosure.
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On
March 6, 2020, the Company issued a press release announcing the above-described corporate name change. A copy of the press release
is filed as Exhibit 99.1 hereto.
The
information set forth in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly
provided by specific reference in such a filing.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits. The following exhibits are filed or furnished herewith:
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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BENEFYTT TECHNOLOGIES, INC.
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By:
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/s/
Erik Helding
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Name:
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Erik
Helding
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Title:
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Chief
Financial Officer
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Date:
March 6, 2020
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