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(State
or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
i8000 Norman Center Drive Suite 900, iMinneapolis,
iMinnesota
i55437
Address of Principal Executive Office
(Zip
Code)
(i612) i238-1321
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock, par value $0.0001 per share
iBHG
iNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
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 13(a) of the Exchange Act.
o
Item 3.03 Material Modification to Rights of Security Holders.
On May 19, 2023 (the “Effective Date”), Bright Health Group, Inc. (the “Company”) filed a Certificate of Amendment to the
The disclosures included in Item 3.03 above are incorporated by reference in their entirety into this Item 5.03.
Item 8.01 Other Events.
In connection with the Reverse Split, the Company has adjusted the number of shares available for future grant under its
Amended and Restated 2021 Omnibus Incentive Plan, as well as the number of outstanding awards,
the exercise price per share
of outstanding stock options and other terms of outstanding awards issued to reflect the effects of the Reverse Split. In addition,
the conversion rate for each of the Company’s Series A Convertible Perpetual Preferred Stock and Series B Convertible
Perpetual Preferred Stock was proportionately adjusted to give effect to the Reverse Split.
The Company currently has active registration statements (the “Registration Statements”) on Form S-8 (Nos. 333-257477 and 333-271987)
on file with the Securities and Exchange Commission (the “SEC”). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offerings covered by Registration Statements filed on Form S-8. The information incorporated by reference is considered to be part of the prospectus and prospectus supplements included within each of those Registration Statements. Information in this report is therefore intended to be automatically incorporated by reference into each of the Registration Statements, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, as a result and
upon completion of the Reverse Split, the number of undistributed shares of Common Stock deemed to be covered by each of the Registration Statements will be proportionately reduced to a number of shares of Common Stock, as applicable, giving effect to the Reverse Split at the ratio of 1:80.
The cover page from the Current Report on Form 8-K formatted in Inline XBRL.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
