基本统计
CIK | 1671284 |
SEC Filings
SEC Filings (Chronological Order)
August 7, 2025 |
NEUEHEALTH REPORTS SECOND QUARTER 2025 RESULTS Exhibit 99.1 NEUEHEALTH REPORTS SECOND QUARTER 2025 RESULTS •Delivered strong second quarter financial results, reflecting the continued success of consumer-centric care model and ability to create value for consumers, payors, and providers across the industry •Drove positive Adjusted EBITDA for the sixth consecutive quarter, placing the company in a strong position to drive long-term, sustainable |
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August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 NEUEHEALTH, INC. |
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August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) August 7, 2025 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Com |
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May 30, 2025 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) May 29, 2025 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Commi |
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May 9, 2025 |
DEPARTMENT OF HEALTH AND HUMAN SERVICES CENTERS FOR MEDICARE & MEDICAID SERVICES Center for Consumer Information and Insurance Oversight 200 Independence Avenue SW Washington, DC 20201 To: Jay Matushak, President, Chief Financial Officer Jeff Craig, Secretary Bright Health Insurance Company of Florida (BHIC-FL) Payee ID A1213001 (HIOS ID BHIC-FL-12379) jmatushak@neuehealth. |
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May 9, 2025 |
DEPARTMENT OF HEALTH AND HUMAN SERVICES CENTERS FOR MEDICARE & MEDICAID SERVICES Center for Consumer Information and Insurance Oversight 200 Independence Avenue SW Washington, DC 20201 To: Jay Matushak, President, Chief Financial Officer Jeff Craig, Secretary Bright Health Insurance Company (BHIC-CO) Payee ID A1025001 (HIOS ID BHIC-CO-31070) jmatushak@neuehealth. |
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May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 NEUEHEALTH, INC. |
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May 8, 2025 |
NEUEHEALTH REPORTS FIRST QUARTER 2025 RESULTS Exhibit 99.1 NEUEHEALTH REPORTS FIRST QUARTER 2025 RESULTS •Delivered strong first quarter performance as care model continues to resonate with consumers, providers, and payors across the healthcare industry •Drove positive Adjusted EBITDA for the fifth consecutive quarter, providing a strong foundation for continued success in 2025 and beyond •Served approximately 709,000 consumers, an increase o |
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May 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) May 8, 2025 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Commis |
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May 8, 2025 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) May 7, 2025 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Commis |
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April 30, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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April 14, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 NEUEHEALTH, INC. (Name of the Issuer) NeueHealth, Inc. NH Holdings 2025, Inc. NH Holdings Acquisition 2025, Inc. NH Holdings 2025 SPV, L.P. NH Holdings 2025 GP, LLC NEA 18 Venture Growth Equity, L.P. New Enterprise Asso |
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April 14, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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March 27, 2025 |
SC 13E3/A 1 ny20042553x7sc13e3a.htm SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 NEUEHEALTH, INC. (Name of the Issuer) NeueHealth, Inc. NH Holdings 2025, Inc. NH Holdings Acquisition 2025, Inc. NH Holdings 2025 SPV, L.P. NH Holdings 2025 GP, LLC NEA 18 V |
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March 27, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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March 21, 2025 |
Subsidiaries of the Registrant Exhibit 21.1 Name of Subsidiary Jurisdiction of Incorporation or Organization Bright Health Company of Arizona Arizona Bright Health Company of California, Inc. California Bright Health Company of Georgia Georgia Bright Health Company of North Carolina North Carolina Bright Health Company of South Carolina, Inc. South Carolina NeueHealth, Inc. Delaware Bright Health Insurance Company Colorado Brig |
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March 21, 2025 |
Exhibit 10.34 SECURED PROMISSORY NOTE $63,950,000.00 October 29, 2024 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Medical Practice Holding Company, LLC, a Delaware limited liability company (“MPHC” or the “Borrower”), hereby unconditionally promises to jointly and severally pay to the order of RRD Healthcare, LLC, a Florida limited liability company (together with |
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March 21, 2025 |
NeueHealth, Inc. Insider Trading Policy Exhibit 19.1 NeueHealth, Inc. Policies and Procedures Insider Trading Policy This Insider Trading Policy (“Policy”) contains the following sections: 1.0General 2.0Definitions 3.0Statement of Policy 4.0Certain Exceptions 5.0Pre-clearance of Trades and Other Procedures 6.010b5-1 Plans/Margin Accounts and Pledges/Short Sales 7.0Potential Criminal and Civil Liability and/or Disciplinary Action 8.0Brok |
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March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-405 |
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March 21, 2025 |
Exhibit 10.33 UNIT PURCHASE AGREEMENT This Unit Purchase Agreement is made as of October 29, 2024 (this “Agreement”), by and among (a) Medical Practice Holding Company, LLC, a Delaware limited liability company (the “Purchaser”), (b) RRD Healthcare, LLC, a Florida limited liability company (the “Seller”), (c) solely for purposes of Articles IV, V and VII and Sections 2.2 and 6.2, Rodolfo Rodriguez |
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March 20, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) March 20, 2025 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Com |
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March 20, 2025 |
NEUEHEALTH REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS Exhibit 99.1 NEUEHEALTH REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS •Delivered strongest financial performance to date in 2024, resulting from continued success of value-driven, consumer-centric care model •Drove positive Adjusted EBITDA for the fourth consecutive quarter in 2024, establishing the foundation for continued strong performance in 2025 and beyond •Generated significant growth to |
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March 19, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) March 13, 2025 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Com |
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March 14, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 NEUEHEALTH, INC. (Name of the Issuer) NeueHealth, Inc. NH Holdings 2025, Inc. NH Holdings Acquisition 2025, Inc. NH Holdings 2025 SPV, L.P. NH Holdings 2025 GP, LLC NEA 18 Venture Growth Equity, L.P. New Enterprise Asso |
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March 14, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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February 3, 2025 |
Exhibit (d)(2) LIMITED GUARANTY THIS LIMITED GUARANTY, dated as of December 23, 2024 (this “Limited Guaranty”), sets forth the terms and conditions of the guarantee of each of the undersigned entities set forth on the signature pages hereto under the heading “Guarantors” (collectively, the “Guarantors” and each of them a “Guarantor”), in favor of NeueHealth, Inc. |
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February 3, 2025 |
Exhibit (c)(6) Project Green Discussion Materials December 18, 2024 Disclaimer and Confidentiality Statement Lincoln International LLC (“Lincoln”, “us”, or “we”) has been retained by the special committee (the “Special Committee”) of the board of directors (the “Board”) of NeueHealth, Inc. |
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February 3, 2025 |
Exhibit 107 Exhibit Fee Table Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) NeueHealth, Inc. |
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February 3, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NEUEHEALTH, INC. (Name of the Issuer) NeueHealth, Inc. NH Holdings 2025, Inc. NH Holdings Acquisition 2025, Inc. NH Holdings 2025 SPV, L.P. NH Holdings 2025 GP, LLC NEA 18 Venture Growth Equity, L.P. New Enterprise Associates 17, L.P. |
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February 3, 2025 |
Exhibit (c)(2) CONFIDENTIAL DRAFT Project Green Discussion Materials August 1, 2024 CONFIDENTIAL DRAFT Disclaimer and Confidentiality Statement Lincoln International LLC (“Lincoln”, “us”, or “we”) has been retained by the special committee (the “Committee”) of the board of directors (the “Board”) of NeueHealth, Inc. |
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February 3, 2025 |
Exhibit (c)(3) CONFIDENTIAL Project Green Discussion Materials August 5, 2024 CONFIDENTIAL Disclaimer and Confidentiality Statement 2 Lincoln International LLC (“Lincoln”, “us”, or “we”) has been retained by the special committee (the “Committee”) of the board of directors (the “Board”) of NeueHealth, Inc. |
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February 3, 2025 |
Exhibit (c)(4) CONFIDENTIAL DRAFT Project Green Discussion Materials August 16, 2024 CONFIDENTIAL Disclaimer and Confidentiality Statement 2 Lincoln International LLC (“Lincoln”, “us”, or “we”) has been retained by the special committee (the “Committee”) of the board of directors (the “Board”) of NeueHealth, Inc. |
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February 3, 2025 |
Exhibit (d)(4) Commitment Letter New Enterprise Associates 1954 Greenspring Drive, Suite 600 Timonium, MD 21093 December 23, 2024 NH Holdings 2025, Inc. |
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February 3, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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February 3, 2025 |
Exhibit (c)(5) CONFIDENTIAL DRAFT Project Green Discussion Materials August 27, 2024 CONFIDENTIAL Disclaimer and Confidentiality Statement 2 Lincoln International LLC (“Lincoln”, “us”, or “we”) has been retained by the special committee (the “Committee”) of the board of directors (the “Board”) of NeueHealth, Inc. |
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February 3, 2025 |
Exhibit 107 Exhibit Fee Table Calculation of Filing Fee Tables SCHEDULE 13E-3 (Form Type) NeueHealth, Inc. |
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December 26, 2024 |
EXHIBIT 4 ROLLOVER AGREEMENT This ROLLOVER AGREEMENT (this “Agreement”), dated as of [●], 2024, is entered into by and between the undersigned individual or legal entity (as applicable) (“Holder”), NH Holdings 2025 SPV, L. |
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December 26, 2024 |
EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of NeueHealth, Inc. |
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December 26, 2024 |
EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable |
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December 23, 2024 |
NeueHealth to Be Taken Private by NEA and Consortium of Investors Exhibit 99.1 NeueHealth to Be Taken Private by NEA and Consortium of Investors December 23 2024 – DORAL, Fla. – NeueHealth, Inc. (“NeueHealth” or the “Company”) (NYSE: NEUE), the value-driven healthcare company, today announced that it has entered into a definitive merger agreement pursuant to which the Company will be acquired by an affiliate of New Enterprise Associates (“NEA”) at an enterprise |
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December 23, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): December 23, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) |
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December 23, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG NH HOLDINGS 2025, INC., NH HOLDINGS ACQUISITION 2025, INC. and NEUEHEALTH, INC. Dated as of December 23, 2024 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Definitions 2 1.2 Other Definitional and Interpretive Matters 15 ARTICLE II THE MERGERS 16 2.1 The Merger 16 2.2 Closing 16 2.3 Effective Time 16 2.4 Effects of the Merger 17 2. |
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December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): December 23, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) |
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December 23, 2024 |
Exhibit 99.2 Team, Today we announced that we entered into an agreement to be taken private by our largest investor, New Enterprise Associates (NEA), alongside our 12 largest shareholders and the management team. This is an exciting step for our company as it places us in a strong position for continued growth and provides the flexibility and resources needed to continue to advance our value-drive |
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November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 NEUEHEALTH, INC. |
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November 7, 2024 |
NEUEHEALTH REPORTS THIRD QUARTER 2024 RESULTS Exhibit 99.1 NEUEHEALTH REPORTS THIRD QUARTER 2024 RESULTS •Delivered strongest financial performance to date in Q3 ‘24, resulting from continued positive momentum in NeueCare and NeueSolutions business segments •Drove positive Adjusted EBITDA for the third consecutive quarter in 2024; reaffirming Adjusted EBITDA guidance for the full year† •Well-positioned to build on success and capitalize on st |
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November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) November 7, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (C |
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October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) October 29, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (C |
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October 30, 2024 |
NeueHealth Acquires Full Ownership of Centrum Health Exhibit 99.1 NeueHealth Acquires Full Ownership of Centrum Health October 30, 2024 – DORAL, Fla. – NeueHealth, Inc. (“NeueHealth” or the “Company”) (NYSE: NEUE), the value-driven healthcare company, today announced that Centrum Health, one of the Company’s value-driven clinic brands, became a wholly owned subsidiary through the Company’s acquisition of the remaining 25% equity interest of the busi |
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August 13, 2024 |
Incremental Amendment No. 3, dated as of June 21, 2024 Exhibit 10.2 AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of June 21, 2024 (this “Amendment”), in respect of the Credit Agreement, dated as of August 4, 2023 (as amended by Amendment No. 1, dated as of October 2, 2023, Incremental Amendment No. 2, dated as of April 8, 2024 and as further amended, restated, supplemented or otherwise modified, refinanced or |
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August 13, 2024 |
Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 21, 2024 (the “Closing Date”) and is entered into by and among NEUEHEALTH, INC., a Delaware corporation (formerly known as BRIGHT HEALTH GROUP, INC.) (“Company”), each other Original Borrower, and each Additional Borrower (together with Company and each Original Borrower, individually or collecti |
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August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 NEUEHEALTH, INC. |
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August 13, 2024 |
Form of Warrant Agreement with certain affiliates of Hercules Capital, Inc. Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNS |
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August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) August 7, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Com |
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August 7, 2024 |
NEUEHEALTH REPORTS SECOND QUARTER 2024 RESULTS Exhibit 99.1 NEUEHEALTH REPORTS SECOND QUARTER 2024 RESULTS •Drove solid Q2 ‘24 results with continued focus on advancing value-driven model and delivering high-quality, consumer-centric care to all populations across the ACA Marketplace, Medicare, and Medicaid •Delivered positive Adjusted EBITDA for the second consecutive quarter in 2024; reaffirming Adjusted EBITDA guidance for the full year •Po |
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June 24, 2024 |
NeueHealth Secures up to $150 Million in New Term Loan Facility with Hercules Capital Exhibit 99.1 NeueHealth Secures up to $150 Million in New Term Loan Facility with Hercules Capital DORAL, Fla. – June 24, 2024 - NeueHealth, Inc. (“NeueHealth” or the “Company”) (NYSE: NEUE), the value-driven healthcare company, today announced that it entered into a secured loan facility for up to $150 million with Hercules Capital, Inc. (NYSE: HTGC) ("Hercules"). “This financing puts us in a str |
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June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) June 21, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Comm |
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June 18, 2024 |
NeueHealth Receives NYSE Non-Compliance Letter Regarding Market Capitalization Requirements Exhibit 99.1 NeueHealth Receives NYSE Non-Compliance Letter Regarding Market Capitalization Requirements DORAL, Fla. – June 18, 2024 - NeueHealth, Inc. (“NeueHealth” or the “Company”) (NYSE: NEUE), the value-driven healthcare company, today announced that on June 12, 2024, the Company received a written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company no longer |
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June 18, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) June 12, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Comm |
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May 16, 2024 |
As filed with the Securities and Exchange Commission on May 16, 2024. As filed with the Securities and Exchange Commission on May 16, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEUEHEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 47-4991296 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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May 16, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) NeueHealth, Inc. |
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May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 NEUEHEALTH, INC. |
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May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) May 8, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Commis |
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May 8, 2024 |
Exhibit 10.1 NEUEHEALTH, INC. SECOND AMENDED AND RESTATED 2021 OMNIBUS INCENTIVE PLAN 1.Purpose. The purpose of the NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advi |
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May 8, 2024 |
NEUEHEALTH REPORTS FIRST QUARTER 2024 RESULTS Exhibit 99.1 NEUEHEALTH REPORTS FIRST QUARTER 2024 RESULTS •Drove strong Q1 ‘24 results, focused on delivering coordinated, consumer-centric care to all populations through strong provider and payor partnerships and proactive consumer engagement •Delivered Revenue of $245.1 million, Net Income from Continuing Operations of $5.7 million, Adjusted EBITDA of $2.5 million in Q1’24, laying a solid foun |
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May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) May 2, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Commis |
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April 10, 2024 |
Exhibit 10.2 NEUEHEALTH, INC. WARRANTHOLDERS AGREEMENT Dated as of April 8, 2024 1 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS Section 1.1. Certain Definitions...................................................................................................1 Section 1.2. General Interpretive Principles................................................................................5 ARTIC |
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April 10, 2024 |
SC 13D/A 1 nea15-neue18819.htm NEW ENTERPRISE ASSOCIATES 15, L.P. / NEUEHEALTH, INC. - SCHEDULE 13D/A#7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* NeueHealth, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 10920V404 (CUSIP Number) Stephanie Brecher New Enter |
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April 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) April 8, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Comm |
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April 10, 2024 |
NeueHealth Enters into Amendment to its Credit Facility Exhibit 99.1 NeueHealth Enters into Amendment to its Credit Facility April 9, 2024 – DORAL, Fla. – NeueHealth, Inc. (“NeueHealth” or the “Company”) (NYSE: NEUE), the value-driven healthcare company, today announced that it entered into an incremental amendment to its credit facility with New Enterprise Associates (“NEA”) that increases the term loan commitment by $30 million on April 8, 2024. The |
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April 10, 2024 |
Exhibit 10.1 INCREMENTAL AMENDMENT NO. 2 TO CREDIT AGREEMENT This INCREMENTAL AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of April 8, 2024 (this “Amendment”), in respect of the Credit Agreement, dated as of August 4, 2023 (as amended by Amendment No. 1, dated as of October 2, 2023, and as further amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time prio |
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April 1, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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March 28, 2024 |
and Tomas Orozco, effective August 9, 2021 and filed herewith Exhibit 10.30 Execution Version EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2021 and made effective as of August 9, 2021 (the “Effective Date”), by and between Centrum Medical Holdings, LLC, a Delaware limited liability company (the “Company”), and Tomas Orozco (the “Executive”). RECITALS: WHEREAS, the Company desires |
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March 28, 2024 |
Incentive Compensation Clawback Policy of NeueHealth, Inc. Exhibit 97.1 NeueHealth, Inc. Policies and Procedures Incentive Compensation Clawback Policy I.OVERVIEW NeueHealth, Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) in order to help ensure that Incentive Compensation is paid or awarded based on accurate financial results and the correct calculation of performance against incentive targets. II.COMPENSATION |
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March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-405 |
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March 28, 2024 |
Exhibit 10.10 ADDENDUM DEPARTMENT OF HEALTH AND HUMAN SERVICES CENTERS FOR MEDICARE & MEDICAID SERVICES 7500 Security Boulevard, Mail Stop WB-22-75 Baltimore, Maryland 1244-1850 To: Jay Matushak, President, Chief Financial Officer Jeff Craig, Secretary Bright Health Insurance Company Payee ID A1025001 (HIOS ID BHIC-CO-31070) [email protected] Date: March 8, 2024 RE: Bright Health Insura |
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March 28, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 Name of Subsidiary Jurisdiction of Incorporation or Organization AssociatesMD Medical Group, Inc. Delaware Bright Health Charitable Foundation Delaware Bright Health Company of Arizona Arizona Bright Health Company of California, Inc. California Bright Health Company of Georgia Georgia Bright Health Company of North Carolina North Carolina Bright Health Company of South Carolina, Inc. |
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March 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) March 6, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (Comm |
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March 6, 2024 |
NEUEHEALTH REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS Exhibit 99.1 NEUEHEALTH REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS •Delivered strong full year 2023 results in Continuing Business, focused on serving all populations through differentiated, value-driven care model •Served 461,000 consumers, an increase of 294% from prior year on a comparable basis •NeueCare and NeueSolutions segments well-positioned to drive strong performance in 2024, res |
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February 14, 2024 |
EX-99.5 2 d774910dex995.htm EX-99.5 Exhibit 5 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. |
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February 14, 2024 |
BHG / Bright Health Group, Inc. / Deer X & Co. Ltd. - SC 13G/A Passive Investment SC 13G/A 1 d791741dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* NeueHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 10920V 40 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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February 14, 2024 |
BHG / Bright Health Group, Inc. / StepStone Group LP - SC 13D/A Activist Investment SC 13D/A 1 d774910dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* NeueHealth, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 10920V 404 (CUSIP Number) Jennifer Y. Ishiguro StepStone Group LP 4225 Executive Square, Suite 1600 La Jolla, CA 90237 (858) 558-9 |
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January 24, 2024 |
Exhibit 3.2 FOURTH AMENDED AND RESTATED BYLAWS OF NEUEHEALTH, INC. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of NeueHealth, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other places in the Uni |
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January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) January 18, 2024 NeueHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization) (C |
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January 24, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHT HEALTH GROUP, INC. Bright Health Group, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, pursuant to Section 242 of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows: 1.The amendment to the |
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January 5, 2024 |
Exhibit 99.1 Unaudited Pro Forma Financial Information The accompanying unaudited pro forma consolidated financial statements of Bright Health Group, Inc., a Delaware corporation (the “Company”) were derived from the Company’s historical consolidated financial statements. The unaudited pro forma balance sheet as of September 30, 2023 was adjusted to reflect the sale of the California Medicare Adva |
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January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) January 1, 2024 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiza |
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January 2, 2024 |
Exhibit 99.1 Bright Health Group Closes the Sale of its California Medicare Advantage Business to Molina Healthcare •Completes final repayment on secured credit facility eliminating the Company's secured debt •Further focuses on increasing access to value-driven healthcare for all populations across the ACA Marketplace, Medicare, and Medicaid through its continuing business, NeueHealth •Reaffirms |
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January 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) January 2, 2024 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiza |
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December 29, 2023 |
Exhibit 99.1 Bright Health Group Strengthens Capital Position with Amendment to its Credit Facility, Impending Close of the Sale of its California Medicare Advantage Business •Received all required regulatory approvals on the sale of the California Medicare Advantage Business; the transaction is expected to close on or about January 1, 2024 •Amended Company’s secured credit facility to reduce the |
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December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) December 27, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organi |
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December 22, 2023 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Bright Health Group, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 10920V404 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 8 |
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December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): December 13, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of (Commission File Numbe |
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December 18, 2023 |
Exhibit 10.1 AMENDMENT TO STOCK PURCHASE AGREEMENT This AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of December 13, 2023, by and among (a) Universal Care, Inc. d/b/a Brand New Day, a California corporation (“BND”), (b) Central Health Plan of California, Inc., a California corporation (“CHP” and, together with BND, the “Companies” and each, a “Company”), (c) Bright H |
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November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 BRIGHT HEALTH GROUP, INC. |
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November 7, 2023 |
BRIGHT HEALTH GROUP REPORTS THIRD QUARTER 2023 RESULTS Exhibit 99.1 BRIGHT HEALTH GROUP REPORTS THIRD QUARTER 2023 RESULTS •Q3’23 Revenue from Continuing Business of $269.4 million, up 39% year over year •Value-Based Consumers served of 355,000, an increase of 208.7% on a comparable basis from last year on strong growth in Care Delivery •Q3’23 Net Loss from Continuing Business of $479.3 million, including a $401.4 million non-cash Goodwill impairment |
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November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) November 7, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiz |
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October 5, 2023 |
Exhibit 10.1 INCREMENTAL AMENDMENT NO. 1 TO CREDIT AGREEMENT This INCREMENTAL AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of October 2, 2023 (this “Amendment”), in respect of the Credit Agreement, dated as of August 4, 2023 (as in effect prior to giving effect to this Amendment, the “Credit Agreement”), among Bright Health Group, Inc., a Delaware corporation (the “Company”), NEA 18 Venture Growt |
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October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) October 2, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiza |
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October 5, 2023 |
Exhibit 10.2 BRIGHT HEALTH GROUP, INC. WARRANTHOLDERS AGREEMENT Dated as of October 2, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS Section 1.1. Certain Definitions...................................................................................................1 Section 1.2. General Interpretive Principles.............................................................................. |
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September 28, 2023 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Bright Health Group, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 10920V404 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 8 |
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September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) September 15, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organ |
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September 19, 2023 |
Exhibit 10.1 DEPARTMENT OF HEALTH AND HUMAN SERVICES CENTERS FOR MEDICARE & MEDICAID SERVICES 7500 Security Boulevard, Mail Stop WB-22-75 Baltimore, Maryland 1244-1850 To: Jay Matushak, President, Chief Financial Officer Jeff Craig, Secretary Bright Health Insurance Company Payee ID A1025001 (HIOS ID BHIC-CO-31070) [email protected] Date: September 14, 2023 RE: Bright Health Insurance C |
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September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 14, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or org |
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September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) September 14, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organ |
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September 19, 2023 |
Exhibit 10.1 DEPARTMENT OF HEALTH AND HUMAN SERVICES CENTERS FOR MEDICARE & MEDICAID SERVICES 7500 Security Boulevard, Mail Stop WB-22-75 Baltimore, Maryland 1244-1850 To: Jay Matushak, President, Chief Financial Officer Jeff Craig, Secretary Bright Health Insurance Company Payee ID A1025001 (HIOS ID BHIC-CO-31070) [email protected] Date: September 14, 2023 RE: Bright Health Insurance C |
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September 19, 2023 |
Exhibit 10.3 DEPARTMENT OF HEALTH AND HUMAN SERVICES CENTERS FOR MEDICARE & MEDICAID SERVICES 7500 Security Boulevard, Mail Stop WB-22-75 Baltimore, Maryland 1244-1850 To: Jay Matushak, President, Chief Financial Officer Jeff Craig, Secretary Bright Health Insurance Company of Illinois Payee ID A1214001 (HIOS ID BHIC-IL-44522) [email protected] Date: September 14, 2023 RE: Bright Health |
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September 19, 2023 |
Exhibit 10.2 DEPARTMENT OF HEALTH AND HUMAN SERVICES CENTERS FOR MEDICARE & MEDICAID SERVICES 7500 Security Boulevard, Mail Stop WB-22-75 Baltimore, Maryland 1244-1850 To: Jay Matushak, President, Chief Financial Officer Jeff Craig, Secretary Bright Health Insurance Company of Florida Payee ID A1213001 (HIOS ID BHIC-FL-12379) [email protected] Date: September 14, 2023 RE: Bright Health |
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September 19, 2023 |
Exhibit 10.4 DEPARTMENT OF HEALTH AND HUMAN SERVICES CENTERS FOR MEDICARE & MEDICAID SERVICES 7500 Security Boulevard, Mail Stop WB-22-75 Baltimore, Maryland 1244-1850 To: Jay Matushak, President, Chief Financial Officer Jeff Craig, Secretary Bright Health Insurance Company of Texas Payee ID A1262001 (HIOS ID BHIC-TX-98312) [email protected] Date: September 14, 2023 RE: Bright HealthCar |
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September 19, 2023 |
Bright Health Group Continues to Make Significant Progress Towards ACA Insurance Business Wind-Down Exhibit 99.1 Bright Health Group Continues to Make Significant Progress Towards ACA Insurance Business Wind-Down •Medical claims runout is estimated to be over 98% complete and continues to track with prior forecasts •Completed payments to fully satisfy risk adjustment obligations in seven states •Enters into repayment agreements with CMS and four states to fully satisfy all remaining risk adjustm |
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August 21, 2023 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Bright Health Group, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 10920V404 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 8 |
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August 9, 2023 |
BRIGHT HEALTH GROUP REPORTS SECOND QUARTER 2023 RESULTS Exhibit 99.1 BRIGHT HEALTH GROUP REPORTS SECOND QUARTER 2023 RESULTS •Q2’23 Revenue from Continuing Business of $298.0 million, up 100% year over year •Value-Based Consumers served of 371,000, an increase of 214% on a comparable basis from last year on strong growth in Care Delivery •Q2’23 Net Loss from Continuing Business of $31.7 million; Positive Adjusted EBITDA of $6.4 million in Q2’23, positi |
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August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) August 9, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organizat |
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August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 BRIGHT HEALTH GROUP, INC. |
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August 7, 2023 |
Exhibit 10.3 BRIGHT HEALTH GROUP, INC. WARRANTHOLDERS AGREEMENT Dated as of August 4, 2023 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.1. Certain Definitions 1 Section 1.2. General Interpretive Principles 4 Article II Issuance of the Warrants Section 2.1. Issuance 5 Section 2.2. Closing. 5 Article III REPRESENTATIONS AND WARRANTIES Section 3.1. Representations and Warranties of |
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August 7, 2023 |
Exhibit 99.1 Bright Health Group Secures Financing to Support Operations Pending the Expected Close of California Medicare Advantage Business Sale •Enters $60 million credit facility with NEA •Announces entering permanent waiver of default on existing credit facility MINNEAPOLIS – August 7, 2023 – Bright Health Group, Inc. (“Bright Health” or the “Company”) (NYSE: BHG), the technology enabled, val |
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August 7, 2023 |
Exhibit 10.2 THIRD AMENDED AND RESTATED LIMITED WAIVER AND CONSENT dated as of August 4, 2023 (this “Waiver”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto (which constitute all the Lenders and Issuing Banks under the Credit Agreement (as defined below) as of the date hereof) and JPMORGAN CHASE BANK, N.A., in its capacity as adminis |
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August 7, 2023 |
Exhibit 10.1 CREDIT AGREEMENT dated as of August 4, 2023, among BRIGHT HEALTH GROUP, INC., as the Company, and THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders $60,000,000 Table of Contents Page SECTION 1 DEFINITIONS. 1 1.1 Definitions 1 1.2 Other Interpretive Provisions. 25 1.3 Limited Condition Transactions 26 1.4 Divisions 26 1.5 Timing of Payment or Performance 26 1.6 Exchange Rates |
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August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) August 4, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organizat |
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June 30, 2023 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED LIMITED WAIVER AND CONSENT dated as of April 28, 2023 (this “Waiver”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”). Reference is made to (i) the Credit Agreement dated as of March 1 |
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June 30, 2023 |
Exhibit 10.1 Execution Version SECOND AMENDED AND RESTATED LIMITED WAIVER AND CONSENT dated as of June 29, 2023 (this “Waiver”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”). Reference is made to (i) the Credit Agreement dated as of M |
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June 30, 2023 |
Exhibit 99.1 Bright Health Group Enters into Definitive Agreement with Molina Healthcare to Sell its California Medicare Advantage Business, Bolstering Capital Position to Continue Advancing its Value-Driven Care Model •Total purchase consideration of $600 million; closing is not subject to a financing condition •Proceeds will be used to satisfy Bright Health’s obligations to its bank lenders, wit |
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June 30, 2023 |
Exhibit 2.1 EXECUTION COPY STOCK PURCHASE AGREEMENT AMONG BRIGHT HEALTH COMPANY OF CALIFORNIA, INC., UNIVERSAL CARE, INC., CENTRAL HEALTH PLAN OF CALIFORNIA, INC., BRIGHT HEALTH GROUP, INC. AND MOLINA HEALTHCARE, INC. Dated as of June 29, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitional Provisions and Interpretation; Schedules 21 Article |
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June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) June 29, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organizati |
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June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported) June 29, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiza |
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May 25, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHT HEALTH GROUP, INC. * * * * * Bright Health Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1.That Article IV, Sectio |
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May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) May 19, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organizatio |
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May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) May 13, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organizatio |
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May 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Bright Health Group Inc. |
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May 17, 2023 |
As filed with the Securities and Exchange Commission on May 16, 2023. As filed with the Securities and Exchange Commission on May 16, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRIGHT HEALTH GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 47-4991296 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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May 10, 2023 |
Consulting agreement, dated May 9, 2023, between Catherine R. Smith and Bright Health Group, Inc. EX-10.3 3 exhibit103csmithconsultin.htm EX-10.3 Exhibit 10.3 CONSULTING AGREEMENT This Agreement is made by and between Bright Health Group, Inc., a Delaware corporation, on behalf of itself and its affiliates as applicable ("Bright") and Catherine R. Smith (“Consultant”) for the purpose of setting forth the terms and conditions under which Consultant shall provide certain services to Bright. This |
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May 10, 2023 |
Exhibit 10.2 BRIGHT HEALTH GROUP, INC. AMENDED AND RESTATED 2021 OMNIBUS INCENTIVE PLAN 1. Purpose. The purpose of the Bright Health Group, Inc. Amended and Restated 2021 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and |
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May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 BRIGHT HEALTH GROUP, INC. |
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May 9, 2023 |
BRIGHT HEALTH GROUP REPORTS FIRST QUARTER 2023 RESULTS Exhibit 99.1 BRIGHT HEALTH GROUP REPORTS FIRST QUARTER 2023 RESULTS •Q1’23 Revenue from Continuing Business of $756.3 million, up 23% year over year on strong growth in Consumer Care external value-based consumers served •Q1’23 Net Loss from Continuing Business of $94.8 million, Adjusted EBITDA Loss of $35.1 million •Consumer Care segment generated positive Operating Income in Q1’23 •Q1’23 Califor |
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May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) May 4, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization |
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May 3, 2023 |
Exhibit 99.1 Bright Health Group Appoints Jay Matushak as Chief Financial Officer Cathy Smith to Step Down to Pursue New Opportunity, Effective May 12, 2023 MINNEAPOLIS – May 3, 2023 – Bright Health Group, Inc. (“Bright Health” or the “Company”) (NYSE: BHG), the technology enabled, value-driven healthcare company serving aging and underserved consumers with unmet clinical needs, today announced th |
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May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) May 1, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization |
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April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) April 28, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organizat |
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April 28, 2023 |
Exhibit 10.1 AMENDED AND RESTATED LIMITED WAIVER AND CONSENT dated as of April 28, 2023 (this “Waiver”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”). Reference is made to (i) the Credit Agreement dated as of March 1, 2021 (as amended |
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April 28, 2023 |
Exhibit 99.1 Bright Health Group to Explore Strategic Alternatives for Medicare Advantage Business as it Focuses on Driving Performance through its Consumer Care Delivery Business •Extends waiver and amendment to its credit facility through June 30, 2023 •Delivers strong performance in Consumer Care Delivery business in the First Quarter, serving approximately 375,000 value-based consumers, exceed |
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April 7, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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March 27, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi |
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March 16, 2023 |
Form of Stock Option Agreement under the OPTION GRANT NOTICE UNDER BRIGHT HEALTH GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN Bright Health Group, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common Stock) set forth below, at |
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March 16, 2023 |
Form of Restricted Stock Unit Agreement under the RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE BRIGHT HEALTH GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN Bright Health Group, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units (the “RSUs”) set forth below. The RSUs are subject to all of |
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March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-405 |
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March 16, 2023 |
Employment offer letter, dated as of May 4, 2022, between Jeff Cook and Bright Health Exhibit 10.19 May 4, 2022 Jeff Cook 9449 Sagrada Park Fort Worth, TX 76126 Dear Jeff, Welcome and congratulations! We are so excited to offer you the opportunity to join our team and help us advance our mission! This offer is an expression of our confidence in you, which is manifested in your attitude, potential, and demonstrated experience. We look forward to a satisfying employment relationship |
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March 16, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 Name of Subsidiary Jurisdiction of Incorporation or Organization AssociatesMD Medical Group, Inc. Delaware Bright Health Company of Arizona Arizona Bright Health Company of California, Inc. California Bright Health Company of Georgia Georgia Bright Health Company of North Carolina North Carolina Bright Health Company of South Carolina, Inc. South Carolina Bright Health Group, Inc. Del |
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March 16, 2023 |
AMENDMENT NO. 2 dated as of November 20, 2021 (this “Amendment”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”). Reference is made to the Credit Agreement dated as of March 1, 2021 (as amended by the First Amendment dated as of August |
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March 1, 2023 |
BRIGHT HEALTH GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS Exhibit 99.1 BRIGHT HEALTH GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS •Q4’22 Results from Continuing Business: Revenue of $551.4 million, Net Loss of $188.2 million, Adjusted EBITDA Loss of $108.5 million •Full Year 2022 Results from Continuing Operations: Revenue of $2.4 billion, Net Loss of $638.0 million, Adjusted EBITDA Loss of $233.5 million •Maintaining expectation for 2023 Adju |
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March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) February 28, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organi |
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March 1, 2023 |
Exhibit 10.1 LIMITED WAIVER AND CONSENT dated as of February 28, 2023 (this “Waiver”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN Parties party hereto, and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”). Reference is made to the Credit Agreement dated as of March 1, 2021 (as amended by the First Amendment dated as of August 2, 2 |
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January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported) November 4, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of inco |
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January 10, 2023 |
Bright Health Group 2023 J.P. Morgan Healthcare Conference January 11, 2023 Disclaimer Statements made in this presentation that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements, and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, in |
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January 10, 2023 |
Exhibit 99.1 Bright Health Group Announces Updated 2023 Expectations Ahead of J.P. Morgan Healthcare Conference Presentation •Increases 2023 Enterprise Revenue guidance to $3.4 - $3.6 billion on higher-than-expected attributed value-based consumers, greater than 30% year-over-year Revenue growth at the midpoint excluding the ACA Marketplace Insurance business •Strong California Medicare Advantage |
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January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) January 10, 2023 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiz |
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December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) December 6, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiz |
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December 12, 2022 |
Bright Health Group Receives Continued Listing Standard Notice from NYSE Exhibit 99.1 Bright Health Group Receives Continued Listing Standard Notice from NYSE MINNEAPOLIS (December 12, 2022) (BUSINESSWIRE) ? Bright Health Group, Inc. (?Bright Health Group? or the ?Company?) (NYSE: BHG), today announced that on December 6, 2022, the Company received a written notice from the New York Stock Exchange (the ?NYSE?) that it was not in compliance with the continued listing st |
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November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) November 15, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organi |
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November 21, 2022 |
Exhibit 10.1 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE BRIGHT HEALTH GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN Bright Health Group, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units (the “RSUs”) set forth below. The RSUs are subje |
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November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 BRIGHT HEALTH GROUP, INC. |
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November 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported) November 4, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organ |
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November 9, 2022 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3 dated as of November 8, 2022 (this “Amendment”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”). Reference is made to the Credit Agreement dated as of March 1, 2021 (as amended by the First |
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November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) November 4, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiz |
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November 9, 2022 |
BRIGHT HEALTH GROUP REPORTS THIRD QUARTER 2022 RESULTS Exhibit 99.1 BRIGHT HEALTH GROUP REPORTS THIRD QUARTER 2022 RESULTS •Revenue of $1.6 billion, up 51.3% from Q3'21, GAAP Net Loss of $259.4 million, Adjusted EBITDA Loss of $82.9 million •Q2’22 Enterprise Medical Cost Ratio of 90.6%, a strong improvement from the prior year •Lowering Full Year 2022 Enterprise Medical Cost Ratio guidance range to 90% to 92% •Positively revising Full Year 2022 Adjust |
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November 9, 2022 |
CORRECTION – BRIGHT HEALTH GROUP REPORTS THIRD QUARTER 2022 RESULTS Exhibit 99.1 CORRECTION – BRIGHT HEALTH GROUP REPORTS THIRD QUARTER 2022 RESULTS •Revenue of $1.6 billion, up 51.3% from Q3'21, GAAP Net Loss of $259.4 million, Adjusted EBITDA Loss of $82.9 million •Q2’22 Enterprise Medical Cost Ratio of 90.6%, a strong improvement from the prior year •Lowering Full Year 2022 Enterprise Medical Cost Ratio guidance range to 90% to 92% •Positively revising Full Yea |
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October 21, 2022 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Bright Health Group, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 10920V107 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 8 |
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October 18, 2022 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PERPETUAL PREFERRED STOCK OF BRIGHT HEALTH GROUP, INC. Bright Health Group, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows |
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October 18, 2022 |
EXHIBIT 10.1 THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of October 17, 2022 (this “Agreement”), is entered into by and among Bright Health Group, Inc. (formerly known as Bright Health Inc.), a Delaware corporation (the “Corporation”), New Enterprise Associates 15, L.P. (“NEA 15”), NEA Ventures 2016, Limited Partn |
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October 18, 2022 |
Bright Health Group Announces Closing of $175 Million Capital Raise to Support Focused Business EXHIBIT 99.1 Bright Health Group Announces Closing of $175 Million Capital Raise to Support Focused Business MINNEAPOLIS- Bright Health Group, Inc. ("Bright Health Group" or the "Company") (NYSE: BHG), today announced the closing of its previously announced offering of Series B convertible perpetual preferred stock (“Series B Preferred”). A total of 175,000 shares of the Company’s Series B Preferr |
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October 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) October 17, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiz |
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October 18, 2022 |
EXHIBIT 3.2 CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PERPETUAL PREFERRED STOCK, OF BRIGHT HEALTH GROUP, INC. Pursuant to Section 151 of the Delaware General Corporation Law (as amended, supplemented or restated from time to time, the “DGCL”), BRIGHT HEALTH GROUP, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the pr |
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October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) October 10, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiz |
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October 11, 2022 |
Exhibit 10.1 Execution Version INVESTMENT AGREEMENT by and among BRIGHT HEALTH GROUP, INC. and the PURCHASERS identified on Schedule 1 attached hereto Dated as of October 10, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 ARTICLE II SALE AND PURCHASE OF THE SHARES 13 Section 2.01. Sale and Purchase of the Shares 13 Section 2.02. Closing; Deliverables 14 ARTICLE III |
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October 11, 2022 |
Exhibit 99.1 Bright Health Group to Further Focus on Delivering Affordable Healthcare to Aging and Underserved Populations Through Its Fully Aligned Care Model in Florida, Texas, and California ?Reaffirms previous 2022 Adjusted EBITDA guidance at midpoint and accelerates Adjusted EBITDA profitability to 2023, a year earlier than previously anticipated ?Will no longer offer Individual and Family Pl |
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October 7, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 11, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorpor |
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August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 BRIGHT HEALTH GROUP, INC. |
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August 10, 2022 |
BRIGHT HEALTH GROUP REPORTS SECOND QUARTER 2022 RESULTS Exhibit 99.1 BRIGHT HEALTH GROUP REPORTS SECOND QUARTER 2022 RESULTS ?Revenue of $1.6 billion, up 41.5% from Q2'21, GAAP Net Loss of $251.3 million, Adjusted EBITDA Loss of $194.9 million ?Enterprise Medical Cost Ratio of 88.8% ?Reaffirming 2022 Consolidated Revenue, MCR, and Adjusted EBITDA guidance MINNEAPOLIS, MN (August 10, 2022) (BUSINESSWIRE) ? Bright Health Group, Inc. (?Bright Health Group |
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August 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) August 10, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiza |
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May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) May 11, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organizatio |
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May 12, 2022 |
Exhibit 10.2 SEPARATION AGREEMENT This Separation Agreement (this ?Agreement?) and the Release, which is attached and incorporated by reference as Exhibit A (?Release?), are made by and between [] (?Employee?), and Bright Health Management, Inc. (?Employer? and, together with ?Employee?, the ?Parties?). The Employer and Employee wish to end their employment relationship in an honorable, dignified |
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May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 BRIGHT HEALTH GROUP, INC. |
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May 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) May 4, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organization |
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May 4, 2022 |
BRIGHT HEALTH GROUP REPORTS FIRST QUARTER 2022 RESULTS Exhibit 99.1 BRIGHT HEALTH GROUP REPORTS FIRST QUARTER 2022 RESULTS ?Revenue of $1.8 billion, up 109.9% from Q1'21, Adjusted EBITDA loss of $74.8 million, GAAP Net Loss of $180.6 million. ?Enterprise Medical Cost Ratio of 84.8%, Bright HealthCare Medical Cost Ratio of 83.1%. ?Bright Health Group has achieved significant scale, serving 1.16 million Bright HealthCare members, with over 530,000 NeueH |
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April 15, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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March 18, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 Name of Subsidiary Jurisdiction of Incorporation or Organization Bright Health Company of Arizona Arizona Bright Health Company of California, Inc. California Central Health Plan of California, Inc. California Universal Care, Inc. California Bright Health Insurance Company Colorado AssociatesMD Medical Group, Inc. Delaware Bright Health Management, Inc. Delaware Bright Health Networks |
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March 18, 2022 |
Ex. 10.15 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement"), effective as of September 23, 2021, is between Bright Health Management, Inc., a Delaware corporation (together with its direct and indirect parents and subsidiaries, the "Company"), with its principal place of business at 8000 Norman Center Dr., Suite 1200, Minneapolis, MN 55437, |
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March 18, 2022 |
Exhibit 4.1 As of December 31, 2021, Bright Health Group, Inc., a Delaware corporation (the ?Company,? ?we,? ?our,? or ?us?), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.0001 per share. The following summary includes a brief description of the common stock, as well as certain related additional information. |
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March 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-043 |
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March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): March 11, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiza |
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March 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) March 1, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organizati |
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March 2, 2022 |
Exhibit 99.3 Bright Health Group Names Leading Healthcare Expert to Board Matthew Manders to Join as Independent Director MINNEAPOLIS, March 1, 2022 (BUSINESSWIRE) ? Bright Health Group, Inc. ("Bright Health") (NYSE: BHG), the first technology-enabled, Fully Aligned system of care built for healthcare's consumer retail market, today announced that leading healthcare expert Matt Manders will join t |
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March 2, 2022 |
Exhibit 99.1 BRIGHT HEALTH GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS Fourth Quarter 2021 Revenue of $962.3 million, up 167.5% from Q4’20 Adjusted EBITDA loss of $790.1 million; GAAP Net Loss of $813.4 million Full Year 2021 Revenue of $4.0 billion, up 233.7% from 2020 Medical Cost Ratio (“MCR”) of 101.3%, MCR excluding COVID of 96.0% Adjusted EBITDA loss of $1,080.9 million; GAAP Net |
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March 2, 2022 |
bhgq421earningspresenta Bright Health Group Fourth Quarter 2021 – Earnings Presentation March 2, 2022 Disclaimer Statements made in this presentation that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements, and should be evaluated as such. |
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February 15, 2022 |
EX-99.1 EXHIBIT 1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each sha |
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February 15, 2022 |
Exhibit 2 Members of Group Deer IX & Co. Ltd. Deer IX & Co. L.P. Bessemer Venture Partners IX L.P. Bessemer Venture Partners IX Institutional L.P. Deer X & Co. Ltd. Deer X & Co. L.P. Bessemer Century Fund L.P. Bessemer Century Fund Institutional L.P. Deer VIII & Co. Ltd. Deer VIII & Co. L.P. Bessemer VIII Institutional L.P. 15 Angels II LLC |
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February 15, 2022 |
BHG / Bright Health Group, Inc. / Deer X & Co. Ltd. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Bright Health Group, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 10920V107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): February 11, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organ |
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January 26, 2022 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bright Health Group, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 10920V107 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 8 |
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January 3, 2022 |
EXHIBIT 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PERPETUAL PREFERRED STOCK, OF BRIGHT HEALTH GROUP, INC. Pursuant to Section 151 of the Delaware General Corporation Law (as amended, supplemented or restated from time to time, the ?DGCL?), BRIGHT HEALTH GROUP, INC., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), in accordance with the pr |
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January 3, 2022 |
EXHIBIT 10.1 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF BRIGHT HEALTH GROUP, INC. This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF BRIGHT HEALTH GROUP, INC. (this ?Amendment?), dated as of January 3, 2022, is made by and among Bright Health Group, Inc. (formerly known as Bright Health Inc.), a Delaware corporation (the ?Com |
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January 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): January 3, 2022 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiz |
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January 3, 2022 |
Bright Health Group Announces Closing of $750 Million Capital Raise to Support Continued Growth Exhibit 99.1 For Immediate Release Bright Health Group Announces Closing of $750 Million Capital Raise to Support Continued Growth MINNEAPOLIS, January 3, 2022-(BUSINESSWIRE)-Bright Health Group, Inc. ("Bright Health Group" or the "Company") (NYSE: BHG), the first technology-enabled fully aligned system of care, built for healthcare's consumer retail market, today announced the closing of its prev |
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December 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bright Health Group, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 10920V107 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Name |
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December 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): December 14, 2021 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organ |
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December 20, 2021 |
Exhibit 10.1 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE BRIGHT HEALTH GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN Bright Health Group, Inc. (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units (the ?RSUs?) set forth below. The RSUs are subje |
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December 7, 2021 |
Exhibit 10.1 Execution Version INVESTMENT AGREEMENT by and among BRIGHT HEALTH GROUP, INC. and the PURCHASERS identified on Schedule 1 attached hereto Dated as of December 6, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 ARTICLE II SALE AND PURCHASE OF THE SHARES 11 Section 2.01. Sale and Purchase of the Shares 11 Section 2.02. Closing 11 ARTICLE III REPRESENTATIO |
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December 7, 2021 |
Exhibit 99.1 For Immediate Release Bright Health Group Introduces 2022 Expectations of Over $6 Billion in Revenue Ahead of Inaugural Investor Day ?Reaffirming 2021 outlook provided with Q3?21 earnings ?Introducing 2022 outlook, which includes Revenue of $6.3 to $6.5 billion, representing over 50% annual growth ?Expect Bright HealthCare to serve over 875,000 members and NeueHealth to deliver care t |
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December 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): December 6, 2021 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organi |
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December 7, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): December 7, 2021 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organi |
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December 7, 2021 |
Exhibit 99.1 For Immediate Release Bright Health Group Announces $750 Million Capital Raise to Support Continued Growth New financing from Cigna and long-term shareholder New Enterprise Associates affirms conviction in Bright Health Group's differentiated alignment model MINNEAPOLIS, December 6, 2021 (BUSINESSWIRE) ? Bright Health Group, Inc. ("Bright Health Group? or the "Company") (NYSE: BHG), t |
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November 30, 2021 |
Exhibit 99.1 For Immediate Release NeueHealth?s Differentiated Alignment Model Expecting Strong Growth in 2022 Next year the company expects to generate approximately $2 billion in Revenue with a meaningful contribution from external payor relationships MINNEAPOLIS, November 30, 2021 (BUSINESSWIRE) ? NeueHealth, the rapidly growing care delivery and provider enablement business of Bright Health Gr |
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November 30, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): November 30, 2021 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organ |
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November 26, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): November 26, 2021 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organ |
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November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 BRIGHT HEALTH GROUP, INC. |
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November 12, 2021 |
Bright Health Group, Inc. (BHG) EX-99.3 4 ex993brighthealthgroupinc.htm EX-99.3 Exhibit 99.3 11-Nov-2021 Bright Health Group, Inc. (BHG) Q3 2021 Earnings Call BRIGHT HEALTH GROUP, INC. PARTICIPANTS G. Mike Mikan Vice Chairmen, President & Chief Executive Officer, Bright Health Group, Inc. Catherine R. Smith Chief Financial & Administrative Officer, Bright Health Group, Inc. Simeon Schindelman Chief Executive Officer, Bright Heal |
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November 12, 2021 |
Bright Health Group Third Quarter 2021 ? Earnings Presentation November 11, 2021 Disclaimer Statements made in this presentation that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements, and should be evaluated as such. |
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November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) November 11, 2021 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organi |
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November 12, 2021 |
BRIGHT HEALTH GROUP REPORTS THIRD QUARTER 2021 RESULTS Exhibit 99.1 For Immediate Release BRIGHT HEALTH GROUP REPORTS THIRD QUARTER 2021 RESULTS ?Bright Health Group continues to produce significant growth, with total GAAP Revenues of $1,079 million, up 206% from Q3?20. ?Bright HealthCare end-of-year Membership guidance raised to 700,000, up nearly 8% from previous guidance, driving Bright Health Group 2021 Revenue guidance to the top of prior range, |
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October 8, 2021 |
Exhibit 1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. |
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October 8, 2021 |
BHG / Bright Health Group, Inc. / StepStone Group LP - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bright Health Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 10920V 107 (CUSIP Number) Jennifer Y. Ishiguro StepStone Group LP 4225 Executive Square, Suite 1600 La Jolla, CA 90237 (858) 558-9700 (Name, Address and Telepho |
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August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40537 BRIGHT HEALTH GROUP, INC. |
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August 11, 2021 |
EX-10.6 2 exhibit106formofexhibitps.htm EX-10.6 Exhibit 10.6 PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE UNDER BRIGHT HEALTH GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN Bright Health Group, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of performan |
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August 11, 2021 |
Exhibit 10.7 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of , (this ?Agreement?) and is between Bright Health Group, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). Background The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such p |
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August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): August 2, 2021 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organiza |
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August 6, 2021 |
EX-10.1 2 exhibit101amendmenttocred.htm EX-10.1 Exhibit 10.1 [EXECUTION VERSION] AMENDMENT NO. 1 dated as of August 2, 2021 (this “Amendment”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”). Reference is made to the Credit Agreement da |
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August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) August 3, 2021 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organizat |
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August 3, 2021 |
BRIGHT HEALTH GROUP REPORTS SECOND QUARTER 2021 RESULTS EX-99.1 2 ex991brighthealthgroupinc.htm EX-99.1 Exhibit 99.1 For Immediate Release BRIGHT HEALTH GROUP REPORTS SECOND QUARTER 2021 RESULTS •Total GAAP Revenues of $1,114 million grew 275% from $297 million in Q2’20 •Bright HealthCare Membership of 662,825, up 220% from 207,224 in Q2’20 •NeueHealth Value-Based Patients of 42,305, up 118% from Q2’20, with further growth to 169,983 after adjusting fo |
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August 3, 2021 |
EX-99.2 3 bhgq221earningspresenta.htm EX-99.2 Bright Health Group Second Quarter 2021 – Earnings Presentation August 3, 2021 Disclaimer Statements made in this presentation that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements, and should be evaluated as such. Forward-looking statements include information concerning pos |
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July 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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) July 23, 2021 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40537 47-4991296 (State or other jurisdiction of incorporation or organizati |
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July 28, 2021 |
Bright Health Group Welcomes Back Leading Healthcare Expert Andy Slavitt to Board of Directors EX-99.1 2 ex99107282021xboddevelopm.htm EX-99.1 Bright Health Group Welcomes Back Leading Healthcare Expert Andy Slavitt to Board of Directors MINNEAPOLIS-(BUSINESS WIRE)- Bright Health Group (NYSE: BHG), a leading value-based integrated healthcare company, is welcoming back prominent healthcare expert and advisor Andy Slavitt to the company’s Board of Directors. Slavitt originally joined the Boar |
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July 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Bright Health Group, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 10920V107 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Name, A |
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July 2, 2021 |
BHG / Bright Health Group, Inc. / Greenspring Associates, LLC - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* Bright Health Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 10920V 107 (CUSIP Number) Christopher Ancona Greenspring Associates, LLC 100 Painters Mill Road, Suite 700 Owings Mills, MD 21117 (410) 363-2725 (Name, Address and Tel |
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July 2, 2021 |
Exhibit 1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. |
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July 2, 2021 |
EX-99.2 3 d169287dex992.htm EX-99.2 EXHIBIT 2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric Thompson with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate |
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June 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 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): June 28, 2021 Bright Health Group, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40537 47-4991296 (State or Other Jurisdiction of Incorporation) (Commission |
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June 28, 2021 |
Exhibit 4.2 THIRD Amended AND RESTATED bylaws of BRIGHT HEALTH GROUP, Inc. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Bright Health Group, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other |
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June 28, 2021 |
As filed with the Securities and Exchange Commission on June 28, 2021. As filed with the Securities and Exchange Commission on June 28, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRIGHT HEALTH GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 47-4991296 (State or other jurisdiction of incorporation or organization) (I.R.S |
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June 28, 2021 |
Exhibit 4.1 NiNTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHT HEALTH GROUP, Inc. * * * * * The present name of the corporation is Bright Health Group, Inc. (the ?Corporation?). The Corporation was incorporated under the name ?KTNewPlanCo, Inc.? by the filing of the Corporation?s original Certificate of Incorporation with the Secretary of State of the State of Delaware on August 7, |
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June 25, 2021 |
51,350,000 Shares COMMON STOCK TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration No. 333-256286? Prospectus 51,350,000 Shares COMMON STOCK ? This is the initial public offering of Bright Health Group, Inc. We are selling 51,350,000 shares of our common stock. The initial public offering price of our common stock is $18.00 per share. Prior to this offering, no public market existed for our common stock. Our commo |
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June 24, 2021 |
Form 8-A (File No. 001-40537) filed on June 24, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Bright Health Group, Inc. (Exact name of registrant as specified in its charter) Delaware 47-4991296 (State of incorporation or organization) (I.R.S. Employer Identification No.) 8000 Norman Center |
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June 21, 2021 |
Simpson Thacher & Bartlett LLP 425 lexington avenue new york, ny 10017-3954 telephone: +1-212-455-2000 facsimile: +1-212-455-2502 Direct Dial Number (650) 251-5110 (212) 455-7862 E-mail Address wbrentani@stblaw. |
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June 15, 2021 |
425 lexington avenue new york, ny 10017-3954 Simpson Thacher & Bartlett llp 425 lexington avenue new york, ny 10017-3954 telephone: +1-212-455-2000 facsimile: +1-212-455-2502 Direct Dial Number (650) 251-5110 (212) 455-7862 E-mail Address wbrentani@stblaw. |
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June 15, 2021 |
Bright Health Group, Inc. 2021 Omnibus Incentive Plan, effective as of June 5, 2021 Exhibit 10.8 BRIGHT HEALTH group, INC. 2021 OMNIBUS INCENTIVE PLAN 1.??????????Purpose.? The purpose of the Bright Health Group, Inc. 2021 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the |
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June 15, 2021 |
Form of Underwriting Agreement EX-1.1 2 tm217793d14ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 BRIGHT HEALTH GROUP, INC. [] Shares of Common Stock Underwriting Agreement [], 2021 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Barclays Capital Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Goldman Sa |
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June 15, 2021 |
As filed with the Securities and Exchange Commission on June 15, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 15, 2021. |
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June 10, 2021 |
FOIA Confidential Treatment Request Under 17 C.F.R. § 200.83 Simpson Thacher & Bartlett llp 425 lexington avenue new york, ny 10017-3954 telephone: +1-212-455-2000 facsimile: +1-212-455-2502 Direct Dial Number E-mail Address (650) 251-5110 wbrentani@stblaw. |
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June 4, 2021 |
EX-10.11 8 tm217793d11ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 2021 Executive Leadership Team PSUs PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE UNDER BRIGHT HEALTH GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN Bright Health Group, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant se |
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June 4, 2021 |
EX-10.10 7 tm217793d11ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 2021 Director Time RSUs RESTRICTED STOCK UNIT GRANT NOTICE UNDER BRIGHT HEALTH GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN Bright Health Group, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Re |
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June 4, 2021 |
Form of Third Amended and Restated Bylaws of Bright Health Group, Inc. Exhibit 3.5 THIRD Amended AND RESTATED bylaws of BRIGHT HEALTH GROUP, Inc. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Bright Health Group, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below) from time to time. The Corporation may also have offices in such other |
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June 4, 2021 |
EX-10.9 6 tm217793d11ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 2021 Time Options OPTION GRANT NOTICE UNDER BRIGHT HEALTH GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN Bright Health Group, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option repres |