As filed with the Securities and Exchange Commission on August 7, 2025
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
|
| FORM S-8 |
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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| EHEALTH, INC. |
| (Exact name of Registrant as specified in its charter) |
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| Delaware | 13620 RANCH ROAD 620 N, SUITE A250 AUSTIN, TX 78717 | 56-2357876 |
(State or other jurisdiction of incorporation or organization) | (Address of principal executive offices, including zip code) | (I.R.S. Employer Identification No.) |
|
eHealth, Inc. Amended and Restated 2024 Equity Incentive Plan (Full title of the Plan) |
|
Gavin Galimi Senior Vice President, General Counsel and Secretary eHealth, Inc. 13620 Ranch Road 620 N, Suite A250 Austin, TX 78717 (737) 248-2340 |
| (Name, address, and telephone number, including area code, of agent for service) |
|
| Copies to: | |
| Patrick J. Schultheis Jeana S. Kim Victor T. Nilsson Wilson Sonsini Goodrich & Rosati Professional Corporation 701 Fifth Avenue, Suite 5100 Seattle, WA 98104 (206) 883-2500 | |
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| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. |
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| Large accelerated filer | ☐ | | Accelerated filer | ☒ |
| Non-accelerated filer | ☐ | | Smaller reporting company | ☒ |
| | | Emerging growth company | ☐ |
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 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is filed by eHealth, Inc. (the “Registrant”) for the purpose of registering 1,500,000 shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), reserved for issuance under the Registrant’s Amended and Restated 2024 Equity Incentive Plan (the “Plan”), which was approved by the Registrant’s stockholders at the Registrant’s 2025 Annual Meeting of Stockholders on June 18, 2025. The additional shares are of the same class as other securities for which a registration statement relating to the Plan has previously been filed and is effective. Accordingly, pursuant to General Instruction E to Form S-8, this registration statement incorporates by reference the contents of the registration statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on August 7, 2024 (File No. 333-281336) (the “Previous Form S-8”), including the information incorporated by reference therein and the periodic reports filed after the Previous Form S-8 to maintain current information about the Registrant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(1)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 27, 2025 (the “Annual Report”);
(2)All other reports filed by the Registrant with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report; and
(3)The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A12B (File No. 001-33071) filed with the Commission on October 10, 2006, pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
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| Exhibit Number | | Description of Exhibit | | Incorporated by Reference | | Filed Herewith |
| Form | | File No. | | Exhibit | | Filing Date |
| 4.1 | | Amended and Restated Certificate of Incorporation of the Registrant | | S-1 | | 333-133526 | | 3.1 | | April 25, 2006 | | |
| 4.2 | | Certificate of Designations of Series A Preferred Stock, par value $0.001, of the Registrant | | 8-K | | 001-33071 | | 3.1 | | May 3, 2021 | | |
| 4.3 | | Amended and Restated Bylaws of the Registrant | | 8-K | | 001-33071 | | 3.1 | | December 19, 2022 | | |
| 4.4 | | Form of the Registrant’s Common Stock Certificate | | S-1 | | 333-133526 | | 4.1 | | June 28, 2006 | | |
| 5.1 | | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | | | | | | | | | | X |
| 23.1 | | Consent of Independent Registered Public Accounting Firm | | | | | | | | | | X |
| 23.2 | | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto) | | | | | | | | | | X |
| 24.1 | | Power of Attorney (included on the signature page hereto) | | | | | | | | | | X |
| 99.1 | | Amended and Restated 2024 Equity Incentive Plan | | 8-K | | 001-33071 | | 10.2 | | June 24, 2025 | | |
| 99.2 | | Form of Notice of Stock Option Grant and Stock Option Agreement under the Amended and Restated 2024 Equity Incentive Plan | | S-8 | | 333-281336 | | 99.2 | | August 7, 2024 | | |
| 99.3 | | Form of Notice of Time-Based Restricted Stock Unit Grant and Restricted Stock Unit Agreement under the Amended and Restated 2024 Equity Incentive Plan | | S-8 | | 333-281336 | | 99.3 | | August 7, 2024 | | |
| 99.4 | | Form of Notice of Performance-Based Restricted Stock Unit Grant and Restricted Stock Unit Agreement under the Amended and Restated 2024 Equity Incentive Plan | | S-8 | | 333-281336 | | 99.4 | | August 7, 2024 | | |
| 107 | | Filing Fee Table | | | | | | | | | | X |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas on August 7, 2025.
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| EHEALTH, INC. |
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| By: | | /s/ Francis Soistman |
| | Francis Soistman |
| | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Francis Soistman and John Dolan, and each of them, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully for all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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| Signature | | Title | | Date |
/s/ Francis Soistman | |
Chief Executive Officer and Director (Principal Executive Officer) | | August 7, 2025 |
| Francis Soistman | | | |
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| /s/ John Dolan | | Senior Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | August 7, 2025 |
| John Dolan | | | |
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| Signature | | Title | | Date |
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| /s/ Prama Bhatt | | Director | | August 7, 2025 |
| Prama Bhatt | | | | |
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| /s/ Andrea C. Brimmer | | Director | | August 7, 2025 |
| Andrea C. Brimmer | | | | |
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| /s/ Beth A. Brooke | | Director | | August 7, 2025 |
| Beth A. Brooke | | | | |
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| /s/ A. John Hass, III | | Director | | August 7, 2025 |
A. John Hass, III | | | | |
| | |
| /s/ Erin L. Russell | | Director | | August 7, 2025 |
| Erin L. Russell | | | | |
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| /s/ Cesar M. Soriano | | Director | | August 7, 2025 |
| Cesar M. Soriano | | | | |
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| /s/ Aaron C. Tolson | | Director | | August 7, 2025 |
| Aaron C. Tolson | | | | |
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| /s/ Dale B. Wolf | | Director | | August 7, 2025 |
| Dale B. Wolf | | | | |
