false0001333493 0001333493 2020-03-03 2020-03-03


 

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
EHEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
001-33071
56-2357876
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

2625 Augustine Drive, Second Floor
Santa Clara, CA 95054
(Address of principal executive offices)    (Zip Code)

(650) 584-2700
(Registrant’s telephone number, including area code)

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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.001 per share
 
EHTH
 
The Nasdaq Stock Market LLC
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 1.01
 
Entry into a Material Definitive Agreement.
On March 3, 2020, eHealth Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC and Credit Suisse Securities (USA) LLC as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell 1,800,000 shares of the Company’s common stock par value $0.001 per share (the “Common Stock”) in a public offering pursuant to a Registration Statement on Form S-3 (File No. 333-228862) filed on December 17, 2018 and amended on January 22, 2019 and March 2, 2020 (the “Registration Statement”) and a related prospectus, including the related prospectus supplement filed with the Securities and Exchange Commission on March 4, 2020 (the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 270,000 shares of Common Stock. The Underwriters notified the Company of the exercise in full of their option to purchase the additional shares on March 4, 2020, and the Offering, including the sale of shares of Common Stock subject to the Underwriters’ option, is expected to close on March 6, 2020.

The net proceeds from the Offering to the Company will be approximately $227.5 million after the Underwriters’ exercise of their option to purchase additional shares from the Company in full, and after deducting underwriting discounts and commissions and estimated offering expenses. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The managing underwriters for the Offering are RBC Capital Markets, LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. Craig-Hallum Capital Group LLC, Raymond James & Associates, Inc. and SunTrust Robinson Humphrey, Inc. are acting as co-managers for the Offering.


Item 9.01
 
 Financial Statements and Exhibits.
In connection with the Offering, the legal opinion as to the legality of the Common Stock sold in this Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.

(d)    Exhibits

Exhibit No.
Description
1.1
5.1
23.1
Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1)







SIGNATURE

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.

 
 
 
 
 
eHealth, Inc.
Date:
March 5, 2020
/s/ Derek N. Yung
 
 
Derek N. Yung
Chief Financial Officer
(Principal Financial Officer)