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 (earliest event reported): October 316, 2018 (~~September~~October 2710, 2018)

Hooper Holmes, Inc.

(Exact name of registrant as specified in its charter)



New York	001-09972	22-1659359
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

560 N. Rogers Road, Olathe, KS 66062

(Address of principal executive offices and zip code)

(913) 764-1045

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 12.01 Completion ~~Entry~~of ~~into~~Acquisition aor ~~Material~~Disposition ~~Definitive~~of ~~Agreement~~Assets.

On ~~September~~October 2710, 2018, Hooper Holmes, Inc. (the ~~United~~“Company”) ~~States~~and ~~Bankruptcy~~each ~~Court~~of ~~for~~its subsidiaries (collectively, “Sellers”) completed the ~~Southern~~disposition ~~District~~of substantially all of ~~New~~their ~~York~~assets (the “~~Bankruptcy Court~~Transaction”) ~~issued~~to anSummit ~~order~~Health, ~~(the~~Inc. (“~~DIP Order~~Buyer”), ~~granting~~a ~~final~~subsidiary ~~approval~~of Quest Diagnostics Incorporated, pursuant to ~~the~~an ~~Company’s~~Amended ~~proposed~~and ~~super-priority~~Restated ~~secured~~Asset ~~debtor-in-possession~~Purchase ~~term~~Agreement ~~credit~~dated ~~facility~~as of September 25, 2018 (the “~~DIP~~Purchase ~~Term Facility~~Agreement”). byThe ~~and~~Purchase ~~among~~Agreement ~~the~~was ~~Company~~approved ~~and~~on ~~each~~October of10, ~~its~~2018 ~~subsidiaries~~by ~~(collectively,~~order (the “~~Debtors~~Sale Order”) ~~and~~of ~~SWK,~~the ~~and~~United ~~the~~States ~~Company’s~~Bankruptcy ~~proposed~~Court ~~super-priority~~for ~~secured~~the ~~debtor-in-possession~~Southern ~~revolving~~District ~~credit~~of ~~facility~~New York (the “~~DIP~~Bankruptcy ~~Revolving Facility~~Court”) byin ~~and among~~ the ~~Debtors~~Company’s ~~and~~proceeding ~~CNH~~under ~~Finance~~Chapter ~~Fund~~11 I,of ~~L.P.~~the ~~(“CNH”).~~United ~~The~~States ~~DIP~~Bankruptcy ~~Term~~Code ~~Facility and~~ (the ~~DIP~~“Bankruptcy ~~Revolving~~Code”) ~~Facility~~in ~~are~~Case ~~collectively~~No. ~~referred~~18-23302 to(RDD) as (the ~~DIP~~“Bankruptcy ~~Facility~~Proceeding”).

AsUpon ~~discussed~~closing inof the Transaction, the Company’s ~~Current~~received ~~Report~~payment onof ~~Form~~the ~~8-K~~cash ~~filed~~purchase ~~with~~price ~~the~~of ~~SEC~~$27.25 onmillion ~~August~~from ~~27,~~Buyer ~~2018,~~(the in“Sale ~~connection~~Proceeds”), ~~with~~an ~~the~~increase ~~Company’s~~of ~~voluntary~~$250,000 ~~petition~~from (the ~~“Bankruptcy~~purchase ~~Filing”)~~price ~~for~~originally ~~relief~~agreed upon under ~~Chapter~~the 11Asset Purchase Agreement dated as of ~~the~~August ~~United~~27, ~~States~~2018 ~~Bankruptcy~~by ~~Code~~and inamong Sellers and Buyer (the ~~Bankruptcy~~“Original ~~Court~~Agreement”), the ~~Company~~material ~~filed~~terms aof ~~motion~~which (were described in the ~~“DIP~~Company’s ~~Motion”)~~Current Report on Form 8-K filed with the ~~Bankruptcy~~SEC ~~Court,~~on ~~seeking~~August 27, ~~among~~2018. ~~other~~The ~~things,~~Purchase ~~interim~~Agreement amended and ~~final~~restated ~~approval~~the terms of the ~~DIP~~Original ~~Facility~~Agreement.

~~Under~~The ~~the~~Company ~~DIP~~and ~~Term~~Buyer ~~Facility,~~are ~~SWK~~parties ~~agreed, subject~~ to ~~certain~~a ~~conditions~~Transition ~~including~~Services ~~approval~~Agreement bypursuant ~~the~~to ~~Bankruptcy Court,~~ which ~~was granted in~~ the ~~DIP Order, to lend the~~ Company ~~a consolidated term loan (the “DIP Term Loan”) in the aggregate principal amount of $1.6 million, which~~ will becontinue ~~inclusive~~to ofprovide ~~any~~certain ~~amounts~~transition ~~advanced~~services ~~under~~to ~~the~~Buyer ~~Amended~~through ~~and~~December ~~Restated Credit Agreement dated as of May 11~~31, ~~2017 (as amended~~2018, ~~the~~in ~~“SWK~~exchange ~~Pre-Petition~~for ~~Credit~~Buyer’s ~~Agreement”). The~~payment ~~DIP Term Loan will bear interest at the same floating rate~~ of ~~interest applicable under~~ the ~~SWK~~Company’s ~~Pre-Petition~~expenses ~~Credit~~in ~~Agreement.~~providing ~~The DIP Term Facility requires~~ the ~~Company to pay a 2% origination fee~~services.

~~Under~~In ~~the~~addition ~~DIP~~to ~~Revolving~~approving ~~Facility,~~the ~~CNH agreed~~Transaction, ~~subject~~the toSale ~~certain~~Order ~~conditions~~adopted ~~including~~a ~~approval~~distribution bywaterfall of the ~~Bankruptcy~~Sale ~~Court~~Proceeds, which ~~was~~will ~~granted~~govern inthe Company’s use of the ~~DIP~~Sale ~~Order,~~Proceeds. toBecause ~~make~~the ~~available~~Sale aProceeds ~~line~~are insufficient to repay all of ~~credit~~the Sellers’ secured and unsecured debt obligations after making provision for the payment of upadministrative toexpenses ~~$12~~in ~~million~~the (Bankruptcy Proceeding, the ~~“Revolving~~approved ~~Facility~~distribution ~~Loan”)~~waterfall does not provide for, ~~inclusive~~and the Company does not expect, the payment of any ~~obligations~~amount ~~outstanding~~to ~~under~~the Company’s stockholders. Although the ~~prepetition~~Company ~~revolving~~will ~~loan~~remain ~~documents~~in existence with ~~CNH,~~shares ~~which~~of ~~shall~~common bestock ~~paid,~~outstanding ~~“rolled~~while ~~up”~~its ~~and~~affairs ~~deemed~~are ~~secured~~wound ~~post-petition~~down ~~obligations~~through ~~under~~the remainder of the ~~DIP~~Bankruptcy ~~Revolving~~Proceeding, ~~Facility.~~the ~~The~~Company ~~Revolving~~cautions ~~Facility~~its ~~Loan~~stockholders ~~will~~that ~~bear~~trading ~~interest~~in atshares anof ~~annual~~the ~~rate~~Company’s common stock during the pendency of the ~~prime~~Bankruptcy ~~rate~~Proceeding ~~plus~~is 7highly speculative and poses substantial risks.~~5%.~~ ~~The~~Trading ~~DIP~~prices ~~Revolving~~for ~~Facility~~shares ~~requires~~of the Company’s tocommon ~~pay~~stock 1%may ~~origination~~bear ~~and~~little ~~termination~~or ~~fees,~~no arelationship ~~0.5%~~to ~~collateral~~the ~~loan~~actual ~~fee~~recovery, onof ~~the~~which ~~average~~none ~~outstanding~~is ~~amount~~expected, ~~under~~by stockholders in the ~~facility~~Bankruptcy Proceeding. Accordingly, ~~and~~the aCompany ~~0.5%~~urges ~~unused~~extreme ~~line~~caution ~~fee~~with onrespect ~~the~~to ~~average~~existing ~~unused~~and ~~balance~~future ofinvestments ~~the~~in ~~facility~~its common stock.

The ~~DIP~~foregoing ~~Facility~~description ~~will~~of bethe ~~used~~Purchase ~~for~~Agreement ~~working~~does ~~capital~~not purport to be complete and ~~general~~is ~~corporate~~qualified ~~purposes~~in ofits entirety by reference to the ~~Company~~final, ~~certain~~executed ~~bankruptcy-related~~Purchase ~~costs~~Agreement, ~~and~~which ~~expenses,~~is ~~and~~attached ~~costs~~hereto ~~and~~as ~~expenses~~Exhibit ~~related~~2.1. toThe aPurchase ~~potential~~Agreement ~~sale~~has ofbeen ~~the~~attached ~~Company’s~~as ~~assets.~~an ~~The~~exhibit ~~DIP~~to ~~Facility~~this isCurrent ~~pre~~Report on Form 8-~~payable~~K ~~and~~to ~~will~~provide ~~mature~~investors onwith ~~October~~information ~~26,~~regarding ~~2018,~~its orterms. ~~earlier~~The ~~upon~~Purchase ~~occurrence~~Agreement ofis ~~certain~~not ~~events~~intended ~~described~~to inprovide ~~the~~any ~~DIP~~factual ~~Facility~~information about Sellers or Buyer.

~~The~~Information ~~DIP~~about ~~Facility is subject to certain events of default, including deviation from~~ the ~~approved budget, failure to achieve certain specified bankruptcy-related milestones, breach of the terms of the DIP Facility, entry of an order of the~~ Bankruptcy ~~Court that does not provide for the indefeasible payment in full in cash to SWK of the DIP Term Loan and to CNH of the Revolving Facility Loan (collectively~~Proceeding, ~~the~~including ~~“DIP Loans”), appointment of~~ a ~~Chapter~~copy ~~11 trustee with enlarged powers to operate the business, filing~~ of ~~a motion to dismiss or convert~~ the ~~case~~Sale ~~to Chapter 7 of the Bankruptcy Code~~Order, ~~and~~is ~~other~~available ~~customary~~online ~~events~~at ~~of default~~https://dm. ~~Upon an event of default, SWK and CNH may declare all amounts outstanding under the DIP Loans immediately due and payable and seek other customary remedies~~epiq11.com/#/case/PRH/info.

~~The~~Item ~~foregoing~~5.02 Departure ~~description~~ of ~~the~~Directors ~~DIP~~or ~~Facility~~Certain ~~does~~Officers; ~~not~~Election ~~purport~~of toDirectors; beAppointment ~~complete~~of ~~and~~Certain isOfficers; ~~qualified~~Compensatory inArrangements ~~its~~of ~~entirety~~Certain ~~by reference to the final, executed DIP Facility, as approved by the Bankruptcy Court~~Officers.

~~Item~~On ~~2.03 Creation~~October of10, a2018, ~~Direct~~Kevin ~~Financial~~Johnson ~~Obligation~~tendered orhis anresignation, ~~Obligation~~effective ~~under~~October an25, ~~Off-Balance~~2018, ~~Sheet~~as ~~Arrangement~~the ofCompany’s aChief ~~Registrant~~Financial Officer.

~~See~~ Item 18.01 Other ~~for a description of the terms of the DIP Facility~~Events.

~~Item~~On 8October 10, 2018, the Company and Buyer issued a press release announcing the closing of the Transaction.~~01 Other~~ ~~Events~~A copy of the press release is attached hereto as Exhibit 99.1.

Information about the Company’s bankruptcy case, including a copy of the DIP Order, is available in the online Bankruptcy Court docket at https://dm.epiq11.com/#/case/PRH/info.

Cautionary Note on Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intends," "plan," and "will" or, in each case, their negative, and other variations or comparable terminology. These forward-looking statements include all statements other than historical facts. Any forward-looking statement made in this Form 8-K is not a guarantee of future performance, and actual results may differ materially from those expressed in or suggested by the forward-looking statements, as a result of various factors, including, without limitation the factors discussed in the “Risk Factors” section of the company’s Annual Report on Form 10-K for the year ended December 31, 2017, as the same may be updated from time-to-time in subsequent filings with the Securities and Exchange Commission. Any forward-looking statement made in this Form 8-K speaks only as of the date hereof, and the Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws.

Item 9.01 Financial Statements and Exhibits.


(a)	Exhibits



Exhibit No.		Description
2.1		Amended and Restated Asset Purchase Agreement dated as of September 25, 2018, by and between Sellers and Buyer. Pursuant to Item 601(b)(2) of Reg. S-K, the schedules to the Purchase Agreement have been omitted, and the Company agrees to furnish supplementally a copy of any such omitted schedule upon request.

99.1		Press release dated October 10, 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HOOPER HOLMES, INC.
Dated: October 3, 2018	By:	/s/ Kevin Johnson
Dated: October 16, 2018	By:	/s/ Kevin Johnson
		Kevin Johnson
		Chief Financial Officer

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