Amended Current Report Filing (8-k/a)
May 13 2020 - 8:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 6, 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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3450
Buschwood Park Dr., Suite 200
Tampa,
Florida
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33618
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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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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. [ ]
EXPLANATORY
NOTE
On
May 6, 2020, Benefytt Technologies, Inc. (the “Company”) issued a press release announcing its financial results for
the three months ended March 31, 2020 (the “Earnings Release”) and furnished the required related Current Report
on Form 8-K (the “Report”) to the Securities and Exchange Commission on May 7, 2020.
On
May 7, 2020, the Company executed a Settlement Term Sheet for the previously reported legal action captioned In re Health Insurance
Innovations Securities Litigation, Case No. 8:17-cv-02186-TPB-SPF (M.D. Fla.) (the “Legal Action”), whereunder
the parties reached an agreement in principle to resolve the Legal Action without
any admission of liability or fault on the part of the Company or any of its current or former personnel for a settlement payment
of $2.8 million to be funded by the Company’s insurers. This resolution of the Legal Action, which was reported
in the Form 10-Q filed by the Company on May 11, 2020 (the “Form 10-Q”), remains subject both to formal documentation
of the terms of the parties’ agreement and to Court approval.
As
a result of the foregoing agreement in principle to resolve the Legal Action, the Company revised its condensed consolidated balance
sheets and condensed consolidated statements of cash flows previously included in the Earnings Release and Report to reflect the
settlement, which was recorded within accounts payable and accrued expenses, and the related insurance recoverable was recorded
in accounts receivable, net, prepaid expenses and other current assets on the condensed consolidated balance sheets and includes
their related changes within the condensed consolidated statement of cash flows. The foregoing revision was reflected in the financial
statements included in the Form 10-Q. No other changes were made to the Earnings Release, the Report or the financial statements
included therein.
Item
2.02. Results of Operations and Financial Condition.
On
May 6, 2020, the Company issued a press release reporting its fiscal 2020 first quarter financial results. On May 11, 2020, the
Company revised its Condensed Consolidated Balance Sheets (Unaudited) and Condensed Consolidated Statements of Cash Flows (Unaudited)
originally issued on May 6, 2020, as described in the Explanatory Note above. A copy of the Company’s revised condensed
consolidated financial statements for the three months ended March 31, 2020 is attached to this Form 8-K as Exhibit 99.1 and is
incorporated herein by this reference.
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
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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 M. Helding
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Name:
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Erik M. Helding
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Title:
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Chief Financial Officer
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Date:
May 13, 2020
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