Hooper Holmes, Inc. (NYSEMKT:HH) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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Hooper Holmes, Inc. (NYSEMKT:HH) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

Waiver and Consent
As disclosed in a Current Report on Form 8-K filed on March 8,
2017, Hooper Holmes, Inc., a New York corporation (the Company),
Piper Merger Corp., a New York corporation and a wholly-owned
subsidiary of the Company (Merger Sub), Provant Health Solutions,
LLC, a Rhode Island limited liability company (Provant) and
Wellness Holdings, LLC, a Delaware limited liability company
entered into an Agreement and Plan of Merger dated March 7, 2017
(the Merger Agreement), to which, among other things, subject to
the satisfaction or waiver of the conditions set forth in the
Merger Agreement, Merger Sub will merge with and into Provant,
with Provant becoming a wholly-owned subsidiary of the Company
and the surviving corporation of the merger (the Merger). On
April 19, 2017, the parties to the Merger Agreement executed and
delivered a Waiver and Consent (the Waiver and Consent), which
modifies certain obligations of the parties under the Merger
Agreement.
Under the Waiver and Consent, each party to the Merger Agreement
consents to the following:
(a) The Companys filing of the Form 25 with the SEC to delist the
Companys Common Stock from the NYSE MKT and to deregister the
Companys Common Stock under Section 12(b) of the Exchange Act, it
being understood that the Company will continue to be subject to
filing reports under Section 12(g) of the Exchange Act following
filing of the Form 25;
(b) The delisting of the Companys Common Stock from the NYSE MKT;
(c) The commencement of trading of the Companys Common Stock on
the OTCQX on the first business day following the delisting from
the NYSE MKT;
(d) The withdrawal of the Form S-4 Registration Statement and the
Companys Proxy Statement;
(e) The closing of the transactions contemplated by the Merger
Agreement without seeking or obtaining the approval of the
Companys shareholders; and
(f) The issuance of the Parent Shares, and Broker Shares, and the
Requirement Shares in transactions exempt from securities
registration under Rule 506 of Regulation D under the Securities
Act, or otherwise.
Under the Waiver and Consent, each party to the Merger Agreement
waives the compliance of each other party with, and the
performance of each other partys obligations under, all
representations, warranties, covenants, and conditions set forth
in the Merger Agreement to the extent they relate to, require, or
are conditioned on any of the following:
(a) Continued listing of the Companys Common Stock on the NYSE
MKT;
(b) Compliance by the Company with NYSE MKT rules and
regulations;
(c) Listing the merger shares on the NYSE MKT;
(d) Calling and holding a meeting of the Companys shareholders to
approve the issuance of the merger shares and related matters;
(e) Seeking and securing a favorable vote of the Companys
shareholders to approve the issuance of the merger shares and
related matters;
(f) The filing and effectiveness of the Form S-4 Registration
Statement; or
(g) The filing and mailing of the Companys Proxy Statement.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Waiver and Consent,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and which is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
On April 20, 2017, the Company provided notice to NYSE MKT LLC
(NYSE MKT) that the Company intends to voluntarily delist its
common stock from the NYSE MKT and intends to transfer to the
OTCQX Marketplace (OTCQX). The Company intends to file a Form 25
with the Securities and Exchange Commission (the SEC) to
voluntarily delist its common stock on or about May 1, 2017. The
Company expects its common stock will be trading on the OTCQX on
or about May 2, 2017. A new trading symbol will be allocated on
the first day of trading on the OTCQX. The Company will remain
subject to public reporting requirements of the SEC following the
transfer.
A copy of the press release issued by the Company to announce
this change is furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished as part of this report:
Exhibit No.
Description of Exhibit
2.1
Waiver and Consent dated as of April 19, 2017, by and
among Hooper Holmes, Inc., Piper Merger Corp., Provant
Health Solutions, LLC and Wellness Holdings, LLC.
99.1
Press Release dated April 20, 2017.


About Hooper Holmes, Inc. (NYSEMKT:HH)

Hooper Holmes, Inc. is a provider of on-site screenings, laboratory testing, risk assessment and sample collection services to individuals as part of Health and Wellness programs offered through corporate and government employers, as well as to clinical research organizations. The Company, through its subsidiary Accountable Health Solutions, Inc., has various capabilities, including telephonic health coaching, wellness portals, data analytics and reporting services. The Company is engaged by organizations sponsoring such programs, including corporate and government employers, health plans, hospital systems, brokers and consultants, disease management organizations, third party administrators, clinical research organizations and academic institutions. The Company’s Health and Wellness operations performs health risk assessment and risk management services by organizing Health and Wellness events.

Hooper Holmes, Inc. (NYSEMKT:HH) Recent Trading Information

Hooper Holmes, Inc. (NYSEMKT:HH) closed its last trading session up +0.007 at 0.920 with 33,925 shares trading hands.