As filed with the Securities and Exchange Commission on March 22, 2022
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||||||||
| Washington, D.C. 20549 | ||||||||
| FORM S-8 | ||||||||
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ||||||||
| EHEALTH, INC. | ||||||||
| (Exact name of Registrant as specified in its charter) | ||||||||
| Delaware | 2625 Augustine Drive, Second Floor Santa Clara, California 95054 | 56-2357876 | ||||||
(State or other jurisdiction of incorporation or organization) | (Address of principal executive offices, including zip code) | (I.R.S. Employer Identification No.) | ||||||
eHealth, Inc. Amended and Restated 2021 Inducement Plan (Full title of the Plan) | ||||||||
| Scott Giesler Senior Vice President, General Counsel and Secretary eHealth, Inc. 2625 Augustine Drive, Second Floor Santa Clara, California 95054 (650) 584-2700 | ||||||||
| (Name, address, and telephone number, including area code, of agent for service) | ||||||||
| Copies to: | ||||||||
Patrick J. Schultheis Jeana S. Kim Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 (650) 493-9300 | ||||||||
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. | ||||||||
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| 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 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
This registration statement on Form S-8 (the “Registration Statement”) registers an additional 500,000 shares of common stock, par value $0.001 per share, of eHealth, Inc. (the “Registrant”) to be issued pursuant to the Registrant’s Amended and Restated 2021 Inducement Plan. Accordingly, the contents of the Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on October 8, 2021 (File No. 333-260144), including periodic and other reports that the Registrant filed after the filing of such Form S-8 to maintain current information about the Registrant, are incorporated herein by reference into this Registration Statement pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are hereby incorporated by reference in this Registration Statement:
▪The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 1, 2022 (the “Annual Report”);
▪All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report; and
▪The description of the Registrant’s common stock set forth in the Registration Statement on Form 8-A filed with the Commission on October 10, 2006, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.2 to the Annual Report.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date hereof and prior to the filing of a post-effective amendment which indicates that all of the securities offered hereby have been sold or which deregisters all of the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.
Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 8. Exhibits.
The following exhibits are filed herewith:
| Exhibit Number | Description of Exhibit | Incorporated by Reference | Filed Herewith | |||||||||||||||||||||||||||||||||||
| Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||||||||||
4.1 | S-1 | 333-133526 | 3.1 | April 25, 2006 | ||||||||||||||||||||||||||||||||||
| 4.2 | 8-K | 001-33071 | 3.1 | May 3, 2021 | ||||||||||||||||||||||||||||||||||
| 4.3 | 8-K | 001-33071 | 3.1 | December 17, 2021 | ||||||||||||||||||||||||||||||||||
| 4.4 | S-1 | 333-133526 | 4.1 | June 28, 2006 | ||||||||||||||||||||||||||||||||||
5.1 | X | |||||||||||||||||||||||||||||||||||||
23.1 | X | |||||||||||||||||||||||||||||||||||||
23.2 | X | |||||||||||||||||||||||||||||||||||||
24.1 | X | |||||||||||||||||||||||||||||||||||||
99.1 | Amended and Restated 2021 Inducement Plan | 8-K | 001-33071 | 10.1 | March 18, 2022 | |||||||||||||||||||||||||||||||||
| 99.2 | 8-K | 001-33071 | 10.2 | September 23, 2021 | ||||||||||||||||||||||||||||||||||
| 99.3 | 8-K | 001-33071 | 10.3 | September 23, 2021 | ||||||||||||||||||||||||||||||||||
| 99.4 | 8-K | 001-33071 | 10.4 | September 23, 2021 | ||||||||||||||||||||||||||||||||||
| 99.5 | 8-K | 001-33071 | 10.5 | September 23, 2021 | ||||||||||||||||||||||||||||||||||
| 107 | X | |||||||||||||||||||||||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California on March 22, 2022.
| EHEALTH, INC. | ||||||||
| By: | /s/ Christine Janofsky | |||||||
| Christine Janofsky | ||||||||
| Senior Vice President, Chief Financial Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Francis Soistman and Christine Janofsky, and each of them, as his or her attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments), and any and all registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with or related to the offering contemplated by this Registration Statement and its amendments, if any, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said registration statement.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||||||||||||
/s/ Francis S. Soistman | Chief Executive Officer and Director (Principal Executive Officer) | March 22, 2022 | ||||||||||||
| Francis S. Soistman | ||||||||||||||
| /s/ Christine A. Janofsky | Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | March 22, 2022 | ||||||||||||
| Christine A. Janofsky | ||||||||||||||
| Signature | Title | Date | ||||||||||||
| /s/ Andrea C. Brimmer | Director | March 22, 2022 | ||||||||||||
| Andrea C. Brimmer | ||||||||||||||
| /s/ Beth A. Brooke | Director | March 22, 2022 | ||||||||||||
| Beth A. Brooke | ||||||||||||||
| /s/ A. John Hass, III | Director | March 22, 2022 | ||||||||||||
A. John Hass, III | ||||||||||||||
| /s/ Randall S. Livingston | Director | March 22, 2022 | ||||||||||||
| Randall S. Livingston | ||||||||||||||
| /s/ Erin L. Russell | Director | March 22, 2022 | ||||||||||||
| Erin L. Russell | ||||||||||||||
| /s/ Cesar M. Soriano | Director | March 22, 2022 | ||||||||||||
| Cesar M. Soriano | ||||||||||||||
| /s/ Aaron C. Tolson | Director | March 22, 2022 | ||||||||||||
| Aaron C. Tolson | ||||||||||||||
| /s/ Dale B. Wolf | Director | March 22, 2022 | ||||||||||||
| Dale B. Wolf | ||||||||||||||
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
(Form Type)
eHealth, Inc.
(Exact Name of Registrant as Specified in its Charter)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| Equity | Common Stock, par value $0.001 per share, reserved for issuance under the Amended and Restated 2021 Inducement Plan | Other | 500,000(2) | $11.51(3) | $5,755,000 | $92.70 per $1,000,000 | $533.49 | ||||||||||||||||
| Total Offering Amounts | $5,755,000 | $533.49 | |||||||||||||||||||||
| Total Fee Offsets | $— | ||||||||||||||||||||||
| Net Fee Due | $533.49 | ||||||||||||||||||||||
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the registrant’s common stock that become issuable under the registrant’s Amended and Restated 2021 Inducement Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the registrant’s receipt of consideration that results in an increase in the number of the registrant’s outstanding shares of common stock.
(2) Represents an increase of 500,000 shares of the registrant's common stock reserved for issuance pursuant to awards granted under the registrant's Amended and Restated 2021 Inducement Plan.
(3) Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $11.51 per share, which is the average of the high and low prices per share of the registrant’s common stock on the Nasdaq Global Select Market as of March 16, 2022.
Exhibit 5.1
 | Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 o: 650.493.9300 f: 650.493.6811 | ||||
March 22, 2022
eHealth, Inc.
2625 Augustine Drive, Second Floor
Santa Clara, California 95054
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by eHealth, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of 500,000 shares of common stock (the “Shares”) reserved for issuance pursuant to the eHealth, Inc. Amended and Restated 2021 Inducement Plan (the “Plan”). As your legal counsel, we have examined the proceedings taken and proposed to be taken in connection with the issuance, sale and payment of consideration for the Shares to be issued under the Plan.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid, and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati P.C.
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 2021 Inducement Plan of eHealth, Inc. of our reports dated March 1, 2022, with respect to the consolidated financial statements of eHealth, Inc. and the effectiveness of internal control over financial reporting of eHealth, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Redwood City, California
March 22, 2022