SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER
THE SECURITIES ACT OF 1933
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Delaware
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52-2383166
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer Identification Number)
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Ste. 100
Draper, Utah 84020
(801) 727-1000
President and Chief Executive Officer
15 W. Scenic Pointe Dr.
Ste. 100
Draper, Utah 84020
(801) 727-1000
Jeffrey S. Hochman, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
From time to time after this Registration Statement becomes effective.
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Large accelerated filer
☒
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Emerging growth company
☐
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Preferred Stock
Debt Securities
Warrants
Units
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 14 | | | |
| | | | | 14 | | |
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Shares Beneficially Owned
Before the Offering |
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Number of
Shares Being Sold |
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Shares Beneficially Owned
After the Offering(1) |
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Name
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Number (#)
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Percent(2)
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Number (#)
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Percent(2)
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Stephen D. Neeleman, M.D.(3)
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| | | | 875,065 | | | | | | 1.0% | | | | | | 875,065 | | | | | | — | | | | | | * | | |
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Amount to be
Paid |
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SEC registration fee
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$ (1)(2)
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Printing and engraving expenses
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(2)
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Legal fees and expenses
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(2)
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Trustee’s fees and expenses
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(2)
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Accounting fees and expenses
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(2)
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Transfer agent and registrar
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(2)
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Miscellaneous
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(2)
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TOTAL
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(2)
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Exhibit
Number |
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Incorporated by Reference
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Exhibit Description
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Form
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Date
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Number
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Filed Herewith
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1.1*
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| | Form of Underwriting Agreement | | | | | | | | | | | | | |
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3.1
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8-K
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7/6/2018
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001-36568
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3.2
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8-K
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2/10/23
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001-36568
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4.1
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S-1/A
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7/16/2014
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333-196645
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4.2
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X
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4.3*
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| | Form of Debt Security | | | | | | | | | | | | | |
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4.4*
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| | Form of Preferred Stock Certificate | | | | | | | | | | | | | |
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4.5*
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| | Form of Certificate of Designations | | | | | | | | | | | | | |
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4.6*
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| | Form of Warrant Agreement | | | | | | | | | | | | | |
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4.7*
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| | Form of Warrant Certificate | | | | | | | | | | | | | |
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4.8*
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| | Form of Unit Agreement | | | | | | | | | | | | | |
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5.1
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X
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Exhibit
Number |
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Incorporated by Reference
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Exhibit Description
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Form
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Date
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Number
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Filed Herewith
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23.1
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X
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23.2
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X
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24.1
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X
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25.1
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| | Statement of Eligibility on Form T-1 of Computershare Trust Company, N.A., under the Trust Indenture Act of 1939, as amended | | | | | | | | | | | |
X
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107.1
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X
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Signature
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Title
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Date
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/s/ Robert Selander
Robert Selander
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| | Chairman of the Board, Director | | |
September 6, 2024
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/s/ Jon Kessler
Jon Kessler
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President, Chief Executive
Officer, and Director (Principal Executive Officer) |
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September 6, 2024
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/s/ James Lucania
James Lucania
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Executive Vice President and
Chief Financial Officer (Principal Financial and Accounting Officer) |
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September 6, 2024
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/s/ Paul Black
Paul Black
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| | Director | | |
September 6, 2024
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/s Adrian Dillon
Adrian Dillon
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| | Director | | |
September 6, 2024
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/s/ Evelyn Dilsaver
Evelyn Dilsaver
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| | Director | | |
September 6, 2024
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/s/ Debra McCowan
Debra McCowan
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| | Director | | |
September 6, 2024
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/s/ Rajesh Natarajan
Rajesh Natarajan
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| | Director | | |
September 6, 2024
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/s/ Stephen Neeleman, M.D.
Stephen Neeleman, M.D.
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| | Vice Chairman and Director | | |
September 6, 2024
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/s/ Stuart Parker
Stuart Parker
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| | Director | | |
September 6, 2024
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/s/ Gayle Wellborn
Gayle Wellborn
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| | Director | | |
September 6, 2024
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