易康 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period from ____ to ____ Commission file number:001-33071_____________________________________________ EHEALTH, INC.(Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) (I.R.S Employer Identification No) 13620 RANCH ROAD 620 N, SUITE A250AUSTIN,TX78717(Address of principal executive offices) (Zip Code) (737)248-2340(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act:None_____________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ Based on the closing price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter, which was June 30,2024, the aggregate market value of its shares (based on a closing price of $4.53 per share) held by non-affiliates was $127.7million. Shares of the registrant’s common stockheld by each executive officer and director and by each person who may be deemed to be an affiliate of the registrant have been excluded from this computation. Thisdetermination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of February21, 2025 was29,942,604shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscalyear ended December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. EHEALTH, INC.FORM 10-KTable of Contents PAGESummary of Risk Factors2Forward-Looking Statements4 PART III Item 10.Directors, Executive Officers and Corporate Governance113Item 11.Executive Compensation113Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters113Item 13.Certain Relationships and Related Transactions, and Director Independence113Item 14.Principal Accountant Fees and Services113 SUMMARY OF RISK FACTORS The following is a summary of the principal risks we face, any of which could adversely affect our business,