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Share Name | Share Symbol | Market | Type |
---|---|---|---|
GoHealth Inc | NASDAQ:GOCO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.28 | 2.77% | 10.39 | 9.36 | 10.99 | 10.50 | 10.05 | 10.29 | 10,090 | 00:59:59 |
As filed with the Securities and Exchange Commission on June 6, 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
GoHealth, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE | 85-0563805 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
214 West Huron St., Chicago, Illinois 60654 |
||
(Address of Principal Executive Offices) | (ZIP Code) |
GOHEALTH, INC. 2020 INCENTIVE AWARD PLAN
GOHEALTH, INC. 2021 INDUCEMENT AWARD PLAN
(Full title of the plan)
BRIAN FARLEY, ESQ.
Chief Legal Officer and Corporate Secretary
GoHealth, Inc.
214 West Huron St.
Chicago, Illinois 60654
(Name and address of agent for service)
(312) 386-8200
(Telephone number, including area code, of agent for service)
Copies to:
IAN D. SCHUMAN, ESQ.
STELIOS G. SAFFOS, ESQ.
BRITTANY RUIZ, ESQ.
LATHAM & WATKINS LLP
1271 Avenue of the Americas
NEW YORK, New York 10020
(212) 906-1200
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 of 1934.
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
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the Commission) for the purpose of registering (i) an additional 10,267,608 shares of Class A Common Stock of GoHealth, Inc. (the Company) issuable under the Companys 2020 Incentive Award Plan (the 2020 Plan) for which registration statement of the Company on Form S-8 (File No. 333-239879) is effective, and (ii) an additional 21,000,000 shares of the Companys Class A Common Stock issuable under the Companys 2021 Inducement Award Plan (the Inducement Plan) for which registration statement of the Company on Form S-8 (File No. 333-261770) is effective.
Incorporation of Documents by Reference.
Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Commission on July 15, 2020 (File No. 333-239879), February 10, 2021 (File No. 333-252962), December 20, 2021 (File No. 333-261770) and March 23, 2022 (File No. 333-263787) are incorporated by reference herein; except for Item 8 which is being updated by this Registration Statement.
Item 8. Exhibits.
The Exhibits listed on the accompanying Index to Exhibits are filed as part hereof, or incorporated by reference into, this Registration Statement. See Exhibit Index below.
EXHIBIT INDEX
* | Filed herewith. |
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 Chicago, State of Illinois, on June 6, 2022.
GOHEALTH, INC. | ||
By | /s/ Clinton P. Jones | |
Clinton P. Jones | ||
Chief Executive Officer |
POWER OF ATTORNEY
Each of the undersigned officers and directors of GoHealth, Inc. hereby constitutes and appoints Clinton P. Jones and Travis J. Matthiesen, and each of them any of whom may act without joinder of the other, the individuals true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, each acting alone, or such persons substitute or substitutes, lawfully may do or cause to be done by virtue hereof.
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 dates indicated.
Signature | Title | Date | ||
/s/ Clinton P. Jones |
Chief Executive Officer and Director (Principal Executive Officer) | June 6, 2022 | ||
Clinton P. Jones | ||||
/s/ Travis J. Matthiesen |
Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | June 6, 2022 | ||
Travis J. Matthiesen | ||||
/s/ Brandon M. Cruz |
Director | June 6, 2022 | ||
Brandon M. Cruz | ||||
/s/ David Fisher |
Director | June 6, 2022 | ||
David Fisher | ||||
/s/ Joseph G. Flanagan |
Director | June 6, 2022 | ||
Joseph G. Flanagan | ||||
/s/ Jeremy W. Gelber |
Director | June 6, 2022 | ||
Jeremy W. Gelber | ||||
/s/ Miriam A. Tawil |
Director | June 6, 2022 | ||
Miriam A. Tawil | ||||
/s/ Alexander E. Timm |
Director | June 6, 2022 | ||
Alexander E. Timm |
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