BENEFITFOCUS, INC. (NASDAQ:BNFT) Files An 8-K Entry into a Material Definitive Agreement

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BENEFITFOCUS, INC. (NASDAQ:BNFT) Files An 8-K Entry into a Material Definitive Agreement

BENEFITFOCUS, INC. (NASDAQ:BNFT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

The issuance and sale of the shares of the Series A Preferred Stock to the Purchase Agreement described above were made in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), to Section 4(a)(2) thereof. The information in Item 1.01 above relating to the issuance and sale of the Series A Preferred Stock is incorporated into this Item 3.02 by reference.

A summary of the rights, preferences and privileges of the Series A Preferred Stock is set forth in Item 1.01 of the Current Report on Form 8-K filed by the Company on May 26, 2020, which is incorporated herein by reference. Each share of the Series A Preferred Stock issued to the Buyer to the Purchase Agreement has the powers, designations, preferences, and other rights of the Series A Preferred Stock set forth in the Certificate of Designations of the Series A Preferred Stock filed by the Company with the Secretary of State of the State of Delaware on June 4, 2020 (the “Certificate of Designations”), a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

The information set forth in Item 1.01 and Item 3.03 above relating to the issuance and sale of the Series A Preferred Stock and the Certificate of Designations is incorporated herein by reference. The Certificate of Designations establishes the powers, designations, preferences, and other rights of the Series A Preferred Stock and became effective upon filing with the Secretary of State of the State of Delaware on June 4, 2020.

On June 8, 2020, the Company issued a press release announcing the closing of the issuance and sale of the shares of the Series A Preferred Stock to the Buyer. A copy of the press release is included herewith as Exhibit 99.1.

  3.1    Certificate of Designations for the Series A Convertible Preferred Stock of Benefitfocus, Inc., as filed with the Delaware Secretary of State on June 4, 2020.
10.1    Registration Rights Agreement, dated June 4, 2020, by and between Benefitfocus, Inc. and BuildGroup LLC.
10.2    Co-Sale and Voting Agreement, dated June 4, 2020, by and among Benefitfocus, Inc., BuildGroup LLC, and Mason R. Holland, Jr.
99.1    Press release dated June 8, 2020.


Benefitfocus, Inc. Exhibit
EX-3.1 2 d938676dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 Benefitfocus,…
To view the full exhibit click here

About BENEFITFOCUS, INC. (NASDAQ:BNFT)

Benefitfocus, Inc. (Benefitfocus) provides cloud-based benefits software solutions for consumers, employers, insurance carriers and brokers. The Benefitfocus Platform allows how organizations and individuals shop for, enroll in, manage and exchange benefits. It operates through two business segments: Employer, which derives its revenue from customers that use the Company’s services for the provision of benefits to their employees, and administrators acting on behalf of employers, Carrier, which derives its revenue from insurance companies that provide coverage at their own risk. Its products and services for Insurance Carriers include Marketplaces; eEnrollment; eExchange; Core & Advanced Analytics; Integrations; Implementation Services, and Benefits Service Center. Its products and services for employers include Benefitfocus Marketplace, Communication Portal, Benefitstore, Video, ACA Compliance & Reporting, eBilling & Payment, Implementation Services and Benefits Service Center.