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

Agreement and Plan of Merger

On March 7, 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 (the “Seller”) have entered into an Agreement
and Plan of Merger (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 survivor of the merger (the Merger). The
Merger is intended to qualify for federal income tax purposes as
a tax-free reorganization under the provisions of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the Internal
Revenue Code).

As Merger consideration, the Company will issue a number of
shares equal to its total number of shares of common stock, $0.04
par value per share (the Common Stock), outstanding, less the SWK
Equity Requirement Shares (as defined below) (the Merger Shares),
to the Provant equity holders (the Former Provant Owners).
Because the Company was required to issue 345,324 shares to
certain investors in the 2017 Private Offering (as defined below)
as a result of a ratchet provision in a prior offering (the 2016
Private Offering), it expects to issue 10,448,849 million Merger
Shares.

As a condition to increasing its term loan financing to the
Company at closing of the Merger, the Companys current term
lender, SWK Funding LLC (SWK), requires the Company to raise $3.5
million by issuing new shares of Common Stock (the SWK Equity
Requirement Shares) in exchange for cash by the time of closing,
or within 90 days thereafter. Former Provant Owners have agreed
to purchase up to, but no more than, half of the SWK Equity
Requirement Shares on the same terms as the other investors in
the SWK Equity Requirement Shares. As a part of its effort to
sell the SWK Equity Requirement Shares, the Company is presently
conducting a private offering (the 2017 Private Offering) for up
to 2 million shares of Common Stock at a price of $0.80 plus
one-half warrant per share (the 2017 Private Offering Warrants),
with the warrants having a strike price of $1.35 per share. The
2017 Private Offering Warrants are exercisable for a period of
four years from the date of issuance but are not exercisable
during the first six (6) months after closing of the 2017 Private
Offering. If all of the SWK Equity Requirement Shares are sold on
these terms, the Company will issue 4,375,000 SWK Equity
Requirement Shares.

Former Provant Owners intend to invest $2.5 million (Pre-Closing
Capital) in Provant prior to the Merger in the form of
subordinated, convertible debt bearing interest at 8.25% that
will be converted to equity in the Seller immediately prior to
closing of the Merger; provided, however, that to the extent that
the Companys net debt, as described in the Merger Agreement,
immediately prior to closing of the Merger is less than negative
$6.9 million if the closing is prior to May 15, 2017, or less
than negative $6.5 million if the closing is on or after May 15,
2017, the amount of the Pre-Closing Capital that converts to
equity in the Seller prior to closing of the Merger will be
reduced on a dollar-for-dollar basis, with such non-converted
debt becoming a non-convertible post-closing obligation of the
surviving entity in the Merger, subordinated to the Companys
other borrowings.

The Company and Provant are in discussions with their respective
investment bankers to accept Common Stock in exchange for a
portion of the bankers fees (the Banker Shares). The Banker
Shares will be issued immediately after, and conditioned on,
closing of the Merger, so they will not be counted for purposes
of determining the number of Merger Shares that are issued to the
Former Provant Owners.

As a result of these transactions, it is anticipated that the
Former Provant Owners will hold approximately 48% of the Companys
approximately 26.4 million outstanding shares of Common Stock at,
or within 90 days following, closing of the Merger.

Consummation of the Merger is subject to certain closing
conditions, including, among other things, approval of the
issuance of Common Stock to the Merger Agreement by the
shareholders of the Company and funding of the loan commitments
described below. The Merger Agreement contains specified
termination rights for both the Company and Provant, and further
provides that, upon termination of the Merger Agreement under
specified

circumstances, either party may be required to pay the other
party a termination fee that is the greater of $500,000 or
reimbursement for various expenses incurred in connection with
the Merger, up to a maximum of $750,000.

Financing

The Company has received commitment letters for financing to
support the Merger and provide working capital to the Company.
Upon closing of the Merger, SWK will provide the Company with a
$6.5 million, five year term loan at LIBOR plus 12.5%, a
reduction of 150 basis points from the Companys current term
facility. Principal repayments will start in the first quarter of
2019. In addition, upon closing of the Merger, the Companys
current asset based credit facility will be expanded from $7.0
million to $10.0 million with an accordion to $15.0 million
during high-volume months.

In addition, SWK has agreed to provide a $2.0 million seasonal
revolving credit facility, which would be guaranteed by a Former
Provant Owner. In exchange for its guarantee, the guarantor will
receive a warrant at closing of the Merger for $200,000 worth of
Common Stock based on the five-day average trading price of the
Common Stock immediately prior to closing (the 10% Warrant). If
the guarantee is called, the guarantor would receive an
additional warrant for $1.8 million worth of Common Stock based
on the five-day average trading price of the Common Stock
immediately prior to issuance (the 90% Contingent Warrant). The
10% Warrant and the 90% Contingent Warrant will be exercisable
for seven years and will each have a strike price equal to the
average trading price used to determine the number of shares
subject to such warrant. The 10% Warrant will not be exercisable
during the first year after closing of the Merger. Also upon a
call of the guarantee, the Company would issue a note for $2.0
million to the guarantor bearing interest at the lesser of 25% or
the highest allowable legal rate.

Management and Governance

Upon closing of the Merger, Henry Dubois and Steven Balthazor
will continue to serve as Chief Executive Officer and Chief
Financial Officer, respectively, of the Company. Provants Chief
Executive Officer, Heather Provino, will serve as Chief Strategy
Officer of the Company, and Mark Clermont, Provants President,
will serve as President and Chief Operating Officer of the
Company.

The Board of Directors will consist of seven members, three of
which will be current Company directors (the Continuing
Directors), three of which will be chosen by the Former Provant
Owners and one of which will be an independent director jointly
nominated by the Continuing Directors and Former Provant Owners.
Initially, the independent director will be the director who
currently chairs the Companys audit committee. The Company will
continue to trade under the HH stock symbol. The Company will
have two major locations in Olathe, Kansas and East Greenwich,
Rhode Island.

Additional Information about the Merger and Where to Find It

In connection with the Merger, the Company intends to file
relevant materials with the Securities and Exchange Commission
(the SEC), including a registration statement on Form S-4 that
will contain a proxy statement/prospectus. Investors and
securityholders of the Company are urged to read these materials
when they become available because they will contain important
information about the Company, Provant and the Merger. The proxy
statement/prospectus and other relevant materials (when they
become available), and any other documents filed by the Company
with the SEC, may be obtained free of charge at the SEC web site
at www.sec.gov. In addition, investors and securityholders may
obtain free copies of the documents filed with the SEC by the
Company by directing a written request to: Hooper Holmes, Inc.,
560 N. Rogers Road, Olathe, Kansas 66062, Attention: Legal
Department. Investors and securityholders are urged to read the
proxy statement/prospectus and the other relevant materials when
they become available before making any voting or investment
decision with respect to the issuance of shares of Common Stock
to the Merger.

The representations, warranties and covenants contained in the
Merger Agreement were made only for purposes of such agreement
and as of specific date, were solely for the benefit of the
parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties. The representations and
warranties have been made for the purposes of allocating
contractual risk between the parties to the agreement instead of
establishing these

matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors.

This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities in connection with the Merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.

The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and which is incorporated herein by reference.

2017 Private Offering

Beginning on March 2, 2017, the Company entered into Securities
Purchase Agreements (each, an Agreement) with certain accredited
investors (the Purchasers), to which the Company has received
proceeds of $1,370,000 in exchange for issuing approximately 1.7
million shares of the Common Stock for $0.80 per share plus the
accompanying 2017 Private Offering Warrants. The Agreements and
the 2017 Private Offering Warrants are part of the 2017 Private
Offering being conducted by the Company in reliance on an
exemption from registration to Section 4(a)(2) of the Securities
Act of 1933, as amended (the Securities Act), and Rule 506
thereunder. Under the 2017 Private Offering, the Company may
issue and sell up to 2.0 million shares of Common Stock for $0.80
per share and 2017 Private Offering Warrants to purchase up to an
additional 1.0 million shares of Common Stock at an exercise
price of $1.35 per share.

The 2017 Private Offering triggered the ratchet provisions under
the 2016 Private Offering, which resulted in the issuance of an
additional 345,324 shares of Common Stock to the investors in the
2016 Private Offering.

The 2017 Private Offering Warrants are exercisable beginning six
(6) months after the date of issuance and ending on the fourth
anniversary of the date of issuance. The 2017 Private Offering
Warrants provide that the Company can call the warrants if the
closing price of its Common Stock equals or exceeds $2.70 per
share for ten consecutive trading days with a minimum trading
volume of 100,000 shares per day, subject to certain additional
conditions set forth in the warrants. If the holder of a 2017
Private Offering Warrant voluntarily exercises the warrant and
the Company files a registration statement for the resale of the
shares, the holder must pay the exercise price in cash. In all
other circumstances, the exercise price may be paid via the
cashless exercise method set forth in the 2017 Private Offering
Warrant.

Each Agreement provides the Purchasers piggyback registration
rights to register and sell shares acquired under the Agreement
if the Company were to undertake a registered securities offering
on Form S-1 or S-3 prior to the time at which the Purchasers
shares may be resold under Rule 144 of the Securities Act. In
addition, if the Company were to make another private or public
offering of Common Stock, preferred securities, or securities
convertible, exercisable, or exchangeable for Common Stock at a
price per share lower than $0.80, each Agreement would require
the Company to issue additional shares of Common Stock to the
Purchasers in a number sufficient to cause the effective price
per share paid by the Purchasers in the Offering to be equal to
the new offering price. This full ratchet provision applies only
to the shares, and not the 2017 Private Offering Warrants, issued
under the Agreements and lasts for a period of 12 months
following the date of the final closing under the 2017 Private
Offering (which date could be extended in certain circumstances
to a maximum of 36 months). The full ratchet provision is
limited, however, to an aggregate share issuance under the
Offering of 19.9% of the number of shares of Common Stock
outstanding on March 2, 2017.

to the Agreements, the Company has invited Dr. Robin Smith to
attend all meetings of the Companys board of directors in a
nonvoting observer capacity for a period of one year. Dr. Smith
will receive shares of Common Stock valued at one-half of the
annual compensation paid to a director of the Company.

to the 2016 Private Offering, Aracle Management, LLC had a right
to nominate an independent director to the Companys board of
directors, and the purchasers were issued warrants to purchase
Common Stock. In connection with the 2017 Private Offering,
Aracle has waived its board appointment right and all of the
warrants issued under the 2016 Private Offering have been
terminated.

The foregoing description of the Agreements and the 2017 Private
Offering Warrants is qualified in its entirety by reference to
the full text of the Agreements and the 2017 Private Offering
Warrants, forms of which are attached hereto as Exhibits 10.1 and
4.1 to this Current Report on Form 8-K, respectively, and
incorporated herein by reference.

The representations, warranties and covenants contained in the
Agreements and 2017 Private Offering Warrants were made only for
purposes of such agreements and as of specific dates, were solely
for the benefit of the parties to such agreements, and may be
subject to limitations agreed upon by the contracting parties.
The representations and warranties have been made for the
purposes of allocating contractual risk between the parties to
the agreements instead of establishing these matters as facts,
and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to
investors.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above under the heading 2017 Private
Offering in Item 1.01 is hereby incorporated by reference into
this Item 3.02.

Item 7.01. Regulation FD Disclosure.

The Company hosted a conference call to discuss the Merger on
March 8, 2017. The presentation used in the call is attached
hereto as Exhibit 99.1 and incorporated herein by reference.

By filing the information in this Item 7.01 of this Current
Report on Form 8-K, the Company makes no admission as to the
materiality of any information in this report. The information
contained herein is intended to be considered in the context of
the Companys filings with the SEC and other public announcements
that the Company makes, by press release or otherwise, from time
to time. The Company undertakes no duty or obligation to publicly
update or revise the information contained in this report,
although it may do so from time to time as its management
believes is appropriate. Any such updating may be made through
the filing of other reports or documents with the SEC, through
press releases or through other public disclosure.

Item 8.01. Other Events.

On>March 8, 2017, the Company issued a press release
announcing the Merger. The Companys press release is attached
hereto as Exhibit 99.2 to this Current Report on Form 8-K and
incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report: