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): ~~December~~January 203, ~~2018~~2019 (December 1429, 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 24.0201 ~~Results~~Changes ofin ~~Operations~~Registrant's ~~and~~Certifying ~~Financial Condition~~Accountant.

~~The~~On ~~information~~December ~~disclosed~~29, ~~under~~2018, ~~Item~~Hooper 8Holmes, Inc.01 (the “Company”), received notice from Mayer Hoffman McCann P.C. (“MHM”) that MHM was resigning, effective immediately, as the Company's principal independent registered public accounting firm. Neither the Company’s Audit Committee nor its Board of Directors recommended or approved this ~~report~~change in the Company’s auditors. The Company continues to be subject to bankruptcy proceedings pending before the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). As a result of the Company’s bankruptcy, the Company has elected to adopt a modified reporting program with respect to its reporting obligations under ~~"Monthly~~the ~~Operating~~federal ~~Report"~~securities laws, which the Company believes is consistent with the protection of its investors and ~~"Cautionary~~creditors ~~Note~~as ~~Regarding~~set ~~Monthly~~forth ~~Operating~~in ~~Report"~~the isSEC’s ~~incorporated~~Exchange ~~herein~~Act Release No. 9660, dated June 30, 1972, and Staff Legal Bulletin Number 2, dated April 15, 1997. While it operates under the modified reporting program, the Company does not expect to produce or file audited financial statements but does intend to continue filing monthly operating reports required by ~~reference~~the Bankruptcy Court.

~~Item~~During ~~8.01 Other~~the ~~Events.~~Company's two fiscal years ended December 31, 2017, and the subsequent interim period through December 29, 2018, there were no: (1) disagreements with MHM on any matter of accounting principle or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events, except for the following reportable events:

~~Monthly~~MHM ~~Operating~~advised ~~Report~~the Company in connection with its audit of the Company’s consolidated financial statements for the year ended December 31, 2016 that the Company had a material weakness in internal control over financial reporting that resulted from the inadequate design and operation of internal controls related to the accounting for the accounting for non-routine transactions. As a result, misstatements in selling, general and administrative expenses, transaction costs, interest expense, short-term debt, and equity were identified during 2016. The misstatements in the consolidated financial statements were corrected prior to the issuance of the Company’s consolidated financial statements as of and for the year ended December 31, 2016. The control deficiency created a reasonable possibility that a material misstatement in the consolidated financial statements could not be prevented or detected on a timely basis, and therefore the Company concluded that the deficiencies represent a material weakness in the Company’s internal control over financial reporting and its internal control over financial reporting was not effective as of December 31, 2016.

OnMHM advised the Company in connection with its audit of the Company’s consolidated financial statements for the years ended December 1731, ~~2018,~~2017 and 2016 that the Company ~~filed~~had ~~its~~material ~~monthly~~weaknesses ~~operating~~in ~~report~~internal ~~for~~control over financial reporting. The material weakness in period end financial reporting was the result of the Company not maintaining effective controls over the interim and annual period ~~beginning~~end ~~November~~financial 1reporting processes. The Company did not have sufficient personnel with an appropriate level of knowledge, ~~2018~~experience and ~~ending~~training ~~November~~commensurate ~~30,~~to ~~2018~~the (Company’s structure. This material weakness was the ~~“Monthly~~result ~~Operating~~of ~~Report”)~~the ~~with~~combined impact of the ~~United~~significant ~~States~~deficiencies ~~Bankruptcy~~related ~~Court~~to journal entries, account reconciliations and inventory pricing. The material weakness in accounting for non-routine transactions was the ~~Southern~~result ~~District~~of ineffective design and maintenance of ~~New~~controls ~~York~~over (the ~~“Bankruptcy~~accounting ~~Court”)~~for non-routine transactions. As ~~previously~~a ~~disclosed~~result, ~~the~~misstatements ~~Company~~in ~~has~~selling, ~~adopted~~general aand ~~modified~~administrative ~~reporting~~expenses, ~~program~~transaction ~~with~~costs, ~~respect~~interest toexpense, ~~its~~short-term ~~reporting~~debt, ~~obligations~~and ~~under~~equity were identified during 2016. The misstatements in the ~~federal~~consolidated ~~securities~~financial ~~laws,~~statements ~~which~~were corrected prior to the issuance of the Company’s ~~believes~~consolidated isfinancial ~~consistent~~statements as of and for the year ended December 31, 2016. During 2017, certain transaction costs associated with the ~~protection~~Company’s ofmerger ~~its~~with ~~investors~~Provant ~~and~~Health ~~creditors~~Solutions, asLLC ~~set~~were ~~forth~~not recorded in the ~~SEC~~correct period which resulted in a material misstatement of the Company’s ~~Exchange~~transaction ~~Act~~costs ~~Release~~and ~~No.~~accrued ~~9660,~~expenses ~~dated~~disclosed for the interim periods ended June 30, ~~1972~~2017 and September 30, 2017, and ~~Staff~~resulted ~~Legal~~in ~~Bulletin~~the ~~Number~~Company 2,filing ~~dated~~amended ~~April~~Form ~~15,~~10-Qs ~~1997.~~of ~~The~~the ~~Monthly~~consolidated ~~Operating~~financial ~~Report~~statements isfor ~~attached~~each ~~hereto~~of asthe ~~Exhibit~~respective 99periods to restate its consolidated financial statements.1 These control deficiencies created a reasonable possibility that a material misstatement in the consolidated financial statements could not be prevented or detected on a timely basis, and istherefore ~~incorporated~~the ~~herein~~Company byconcluded ~~reference~~that the deficiencies represented a material weakness in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of December 31, 2017.

~~Cautionary~~The ~~Note~~Company’s ~~Regarding~~Audit ~~Monthly~~Committee ~~Operating~~discussed ~~Report~~each of the foregoing reportable events with MHM prior to disclosing them in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2016 and 2017. The Company has authorized MHM to respond fully to the inquiries of any successor accountant of the Company concerning the subject matter of such reportable events.

The ~~Company~~audit ~~cautions~~reports ~~investors~~of ~~and~~MHM ~~potential~~on ~~investors not to place undue reliance upon~~ the ~~information~~consolidated ~~contained~~financial instatements ~~the Monthly Operating Report, which was not prepared for the purpose~~ of ~~providing~~ the ~~basis~~Company ~~for~~as ~~an investment decision relating to any~~ of ~~the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period~~ and ~~has been prepared solely~~ for the ~~purpose~~years ofended ~~complying~~December with the monthly reporting requirements applicable in the Company’s proceeding under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in Case No. 18-23302 (RDD) (the “Bankruptcy Proceeding”). The Company is not required to publicly update the Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events31, ~~including~~2017 ~~if the facts, estimates~~ and ~~assumptions upon which the Monthly Operating Report is based are erroneous. The Monthly Operating Report was not audited or reviewed by independent public accountants~~2016, ~~does~~did not contain ~~all~~any ofadverse ~~the~~opinion ~~information~~or ~~and~~disclaimer ~~footnotes required by generally accepted accounting principles in the United States, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective~~ of ~~an investor or potential investor in the Company’s securities~~opinion, ~~the~~nor ~~Monthly~~were ~~Operating~~they ~~Report~~qualified ~~is complete. The Monthly Operating Report also contains information for periods which are shorter~~ or ~~otherwise~~modified ~~different~~as ~~from those required in the Company’s reports pursuant~~ to ~~the Securities Exchange Act of 1934 (the “Exchange Act”)~~uncertainty, ~~and~~audit ~~such~~scope ~~information might not be indicative of the Company’s financial condition~~ or ~~operating~~accounting ~~results~~principles, ~~for~~except ~~the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed~~ as ~~indicative of future results.~~follows:

~~Plan~~MHM’s report on the consolidated financial statements of ~~Liquidation~~the Company as of and for the year ended December 31, 2016 contained a separate paragraph stating: “The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, as of December 31, 2016, the Company adopted provisions of ASC 205-40, Presentation of Financial Statements - Going Concern , which requires management to assess an entity’s ability to continue as a going concern and to provide related disclosure in certain circumstances. The Company has suffered recurring losses from operations, negative cash flows from operations and other related liquidity concerns, which raises substantial doubt about the Company’s ability to continue as a going concern. These matters and management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements and financial statement schedule do not include any adjustments that might result from the outcome of this uncertainty.”

OnMHM’s ~~December~~report ~~14,~~on ~~2018,~~the consolidated financial statements of the Company as of and ~~all~~for ofthe ~~its~~years ~~subsidiaries~~ended ~~filed~~December ~~their~~31, ~~Joint~~2017 ~~Plan~~and of2016 ~~Liquidation~~contained ~~(the~~a ~~“Plan”)~~separate ~~and~~paragraph ~~Disclosure~~stating: ~~Statement~~“The ~~for~~accompanying ~~Joint~~financial ~~Plan~~statements ofhave ~~Liquidation~~been (prepared assuming the ~~“Disclosure~~Company ~~Statement”)~~will ~~with~~continue ~~the~~as ~~Bankruptcy~~a ~~Court~~going concern. The ~~Plan~~Company ~~and~~continues ~~the~~to ~~Disclosure~~experience ~~Statement~~recurring ~~are~~losses ~~attached~~from ~~hereto~~operations, asnegative ~~Exhibits~~cash ~~99.2~~flows ~~and~~from ~~99.3~~operations, ~~respectively~~violations of debt covenants, and ~~are~~other ~~incorporated~~related ~~herein~~liquidity byconcerns, ~~reference.~~which ~~The~~raises ~~Plan~~substantial isdoubt ~~subject~~about the Company’s ability to ~~approval~~continue byas a ~~vote~~going ofconcern. ~~certain~~These ofmatters ~~the~~and ~~Company~~management’s ~~creditors,~~plans asin regard to these matters are described in ~~the~~Note ~~Disclosure~~2. ~~Statement~~The ~~and~~financial ~~the~~statements ~~Plan,~~do ~~and~~not ~~confirmation~~include byany ~~the~~adjustments ~~Bankruptcy~~that ~~Court~~might atresult afrom ~~confirmation~~the ~~hearing~~outcome of this uncertainty.”

The ~~Plan provides for the~~ Company tofurnished bea ~~dissolved,~~copy ~~its Board~~ of ~~Directors~~the toabove ~~cease~~disclosures to ~~serve,~~MHM and ~~its~~requested ~~shares~~that ofMHM ~~common~~provide ~~stock~~a toletter beaddressed ~~canceled~~to ~~for no consideration upon confirmation of~~ the ~~Plan~~U.S. ~~Following~~Securities ~~confirmation,~~and ~~the~~Exchange ~~Plan~~Commission ~~calls~~confirming ~~for~~ the ~~Company’s~~accuracy ~~remaining~~of ~~assets~~the toabove bedisclosures. ~~placed~~The inletter afrom ~~liquidating~~MHM ~~trust,~~is ~~which~~attached ~~would~~as ~~undertake~~Exhibit ~~the~~16.1 ~~final~~to ~~liquidation~~this ofForm ~~the Company’s assets and liabilities~~8-K.

The Company cautions its stockholders that trading in shares of the Company’s common stock during the pendency of the Company’s bankruptcy proceeding is highly speculative and poses substantial risks. Trading prices for shares of the Company’s common stock may bear little or no relationship to the actual recovery, of which none is expected, by stockholders in the bankruptcy proceeding. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.

The Plan and the Disclosure Statement remain subject to change, and the description thereof in this Current Report on Form 8-K is qualified in its entirety by reference to the Plan and the Disclosure Statement. In addition, information about the Company’s bankruptcy proceeding is available online 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
99.1		Monthly Operating Report for the period beginning November 1, 2018 and ending November 30, 2018
16.1		Letter to Securities and Exchange Commission from Mayer Hoffman McCann P.C. dated January 3, 2019
99.2		Joint Plan of Liquidation of Debtors under Chapter 11 of the Bankruptcy Code
99.3		Disclosure Statement for Joint Plan of Liquidation under Chapter 11 of the Bankruptcy Code

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: December 20, 2018	By:	/s/ Mark Clermont
Dated: January 3, 2019	By:	/s/ Mark Clermont
		Mark Clermont
		President

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