UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  i August 30, 2022

 

 i Oscar Health, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

i Delaware		i 001-40154		i 46-1315570
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i 75 Varick Street,  i 5th Floor  i New York,  i New York  i 10013

(Address of Principal Executive Offices) (Zip Code)

 i (646)  i 403-3677

(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:

 

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
i Class A Common Stock, $0.00001 par value per share		i OSCR		i New 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.  ☐

 

 

 

Item 7.01.

Regulation FD Disclosure.

On January 21, 2021, a subsidiary of Oscar Health, Inc. (the “Company”) entered into a services agreement (the “Agreement”) with Health First Shared Services, Inc., for itself and on behalf of certain of its Florida based health plan subsidiaries (collectively, “HF”). Under the Agreement, the Company agreed to perform certain administrative functions and services for HF and to provide HF’s individual commercial and Medicare Advantage members with access to the Company’s technology platform. The HF arrangement is being serviced through the Company’s +Oscar business.

HF has indicated that it intends to terminate the Agreement, and transition the services from +Oscar to HF, effective as early as January 1, 2023. The Company expects +Oscar will continue to provide services to HF under the Agreement through at least December 31, 2022.

Under the Agreement, the administrative services revenue is estimated to be approximately $55 to $60 million, and is expected to have an immaterial impact on the Company’s Adjusted EBITDA and net loss, for the year ending December 31, 2022.

As noted on the Company’s second quarter 2022 earnings call held on August 11, 2022, the Company is actively moving forward with the development and sale of +Oscar’s Campaign Builder, which is consistent with the Company’s focus on new modular and Software as a Service offerings. The Company continues to be committed to growing the +Oscar business and continuing to serve current clients.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained herein are forward-looking statements. These statements include, but are not limited to, statements about our management’s plans and objectives for future operations, expectations and business strategy, including with respect to our +Oscar business and our engagement with HF, and our business and financial prospects and anticipated results. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict and generally beyond our control. Although management believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, there are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, risks relating to operational challenges in implementing our +Oscar arrangements and the other factors set forth under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the Securities and Exchange Commission (“SEC”), and our other filings with the SEC. You are cautioned not to place undue reliance on any forward-looking statements made herein. Any forward-looking statement speaks only as of the date as of which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise.

 

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.

 

				Oscar Health, Inc.
Date: August 30, 2022				By:		/s/ Ranmali Bopitiya
						Ranmali Bopitiya
						Chief Legal Officer