8-K
NASDAQ false 0001639225 0001639225 2019-10-07 2019-10-07

 

 

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 7, 2019

 

Livongo Health, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38983

 

26-3542036

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

150 West Evelyn Avenue, Suite 150

Mountain View, California 94041

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (866) 435-5643

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):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value

 

LVGO

 

The Nasdaq Global Select Market

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   

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.  

 

 


Item 7.01. Regulation FD Disclosure.

On October 7, 2019, Livongo Health, Inc. issued a press release announcing it was awarded a contract to provide the Livongo for Diabetes solution to eligible members covered by the Federal Employees Health Benefits Program (FEHBP) who are living with Type 1 or Type 2 diabetes under one health plan covering 5.3 million federal employees, retirees, and their families out of the nearly 8 million people who receive their benefits through the FEHBP. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Our financial results for the second quarter of 2019 reported on Form 10-Q and included on a preliminary basis in our final prospectus for our IPO filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, excluded this agreement because it had not yet received budgetary approval. Based on the information that is now available to us from the client, we expect this agreement to add approximately 25,000 Livongo for Diabetes Members by the end of 2020, increasing to a total of 45,000 by the end of 2021. This is higher than the previous expectation of 20,000 to 30,000 total Members included in our second quarter Total Contract Value (TCV) and disclosed in our final prospectus and second quarter Quarterly Report on Form 10-Q. We will record the estimated increase in our third quarter Total Contract Value (TCV). Based on the updated expected enrollment, we anticipate this agreement will account for approximately $20,000,000 to $25,000,000 in revenue for 2020 and $30,000,000 to $35,000,000 in revenue for 2021, or a total of $50 to $60 million including both years.

The information contained in this Current Report on Form 8-K and in the accompanying exhibit are “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K, including the press release referenced herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements regarding the launch of FEP’s Livongo for Diabetes program, duration of the enrollment period, anticipated revenue under the agreement, anticipated enrollment rates and potential membership, and the timing of such events are forward-looking statements that involve a number of uncertainties and risks. Actual results may differ materially from these statements and from actual future events or results due to a variety of factors, including the inability to launch a successful enrollment program and resulting lower revenue, and such other factors as are described in reports and documents the Company files from time to time with the Securities and Exchange Commission, including the factors described under the section titled “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 and in its final prospectus file with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1922, as amended (File No. 33-232412) on July 25, 2019. Undue reliance should not be placed on the forward-looking statements in this Current Report on Form 8-K, and the press release referenced herein, which are based on circumstances as of and information available to us on the date hereof. Except to the extent required by applicable law, the Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise, except as required by law.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

   

Description

         
 

99.1

   

Press Release dated October 7, 2019.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3


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.

Dated: October 7, 2019

Livongo Health, Inc.

     

By:

 

/s/ Lee Shapiro

Name:

 

Lee Shapiro

Title:

 

Chief Financial Officer

EX-99.1

Exhibit 99.1

 

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For Immediate Release

Livongo Awarded Diabetes Contract for Eligible Population for Approximately 5.3 Million Beneficiaries Through the Federal Employees Health Benefits Program

Largest Contract in Company History Makes Livongo for Diabetes a Covered Benefit; Opens Government Sector

Mountain View, CA – October 7, 2019 Livongo Health, Inc (Nasdaq: LVGO), a leading Applied Health Signals company empowering people with chronic conditions to live better and healthier lives, today announced it was awarded a contract to provide the Livongo for Diabetes solution to eligible members covered by the Federal Employees Health Benefits Program (FEHBP) who are living with Type 1 or Type 2 diabetes under one health plan covering 5.3 million federal employees, retirees, and their families out of the nearly 8 million people who receive their benefits through the FEHBP. Link to health plan press release here.

Livongo signed a two-year agreement which will launch the Livongo for Diabetes program starting on January 1, 2020 and expects a nine to twelve-month deployment period to those eligible members living with diabetes. Livongo expects that this agreement will add approximately 25,000 Livongo for Diabetes Members in 2020, growing to approximately 45,000 Members in 2021. This is larger than the expectation of 20,000 to 30,000 total Members previously disclosed by Livongo. Based on this updated expected enrollment, we anticipate this agreement will account for $20-25 million in revenue in 2020 and $30-35 million in revenue for 2021, or a total of $50-60 million including both years. 

“This is Livongo’s largest agreement to provide diabetes services in our history and is another great example of the market’s excitement about our Applied Health Signals platform and how our business is expanding from working primarily with self-insured employers, to broader and larger markets including government employees, labor unions, and the fully-insured populations of our health plan partners,” said Livongo Chief Executive Officer Zane Burke. “As we continue to show that Livongo creates a better Member experience that leads to improved clinical outcomes and lower costs, we are excited to work with more organizations that are bringing Livongo’s services into the fabric of the health benefits design for hundreds of thousands of people.”

Dr. Jennifer Schneider, M.D., M.S., President of Livongo, commented, “This win highlights two of our competitive advantages. First, government entities and large plans want to see multi-year, clinically validated results at scale, and only Livongo has that independently validated data. Second, our AI+AI engine, which aggregates information from our own devices, electronic health records, pharmacy records, smart watches, and continuous glucose monitors, interprets that information, applies it back to our Members to learn what works, and then iterates using Health Nudges, is making us smarter and more Member focused every day.”

Livongo’s Applied Health Signals platform leverages advanced technology and data science to understand people’s unique health needs and then provide clinically-based guidance, or Health Nudges, to drive positive behavior change. The Livongo for Diabetes solution leads to higher Member satisfaction1, improved clinical outcomes2, and lower overall healthcare spending3.

A 2019 study demonstrated that 94 percent of Livongo for Diabetes program Members who completed a program survey achieved improved Diabetes Empowerment Scale – Short Form (DES-SF) or Diabetes Distress Scale 2 (DDS2) in year one of the Livongo for Diabetes Program; effectively improving confidence in diabetes self-management while

 

150 West Evelyn Ave, Suite 150, Mountain View, CA 94041                (866) 435-5643                livongo.com

 

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decreasing burnout related to diabetes management4. A separate 2019 study published in the Journal for Medical Economics showed that the Livongo for Diabetes program delivered an $88 per Member per month reduction in medical spending for Livongo Members when compared to the matched non-Livongo population and that employers experienced a positive return on investment in one year5.

About Livongo

Livongo offers a whole person platform that empowers people with chronic conditions to live better and healthier lives, beginning with diabetes and now including hypertension, weight management, diabetes prevention, and behavioral health. Livongo pioneered the new category of Applied Health Signals to silence noisy healthcare. Our team of data scientists aggregate and interpret substantial amounts of health data and information to create actionable, personalized and timely health signals. The Livongo approach has demonstrated that it can deliver better clinical and financial outcomes while creating a different and better experience for people with chronic conditions. For more information, visit: www.livongo.com or engage with Livongo on LinkedIn or Twitter.

Media Contact:

John Hallock

press@livongo.com

617-615-7712

Investor Contact:

Alex Hughes

Investor-relations@livongo.com

650-413-9528

 

1 

November 2018 Business Report

 

2 

JENNIFER BOLLYKY, WEI LU, JENNIFER SCHNEIDER

 

Diabetes Jul 2018, 67 (Supplement 1) 406-P; DOI: 10.2337/db18-406-P

 

3 

Christopher M. Whaley, Jennifer B. Bollyky, Wei Lu, Stefanie Painter, Jennifer Schneider, Zhenxiang Zhao, Xuanyao He, Jennal Johnson & Eric S. Meadows (2019) Reduced medical spending associated with increased use of a remote diabetes management program and lower mean blood glucose values, Journal of Medical Economics, 22:9, 869-877, DOI: 10.1080/13696998.2019.1609483

 

4 

Jennifer Bollyky, MD1,2, Wei Lu, PhD1, Stefanie Painter, DHEd1, Bimal Shah, MD1,4, Jiat Ling Poon, PhD3,, Magaly Perez-Nieves, MPH, PhD3, 1. Livongo Health, Mountain View, CA, 2. Stanford University Hospital and Clinics, Stanford, CA, 3. Eli Lilly & Company, Indianapolis, IN 4. Duke University, Durham, NC

 

5 

Christopher M. Whaley, Jennifer B. Bollyky, Wei Lu, Stefanie Painter, Jennifer Schneider, Zhenxiang Zhao, Xuanyao He, Jennal Johnson & Eric S. Meadows (2019) Reduced medical spending associated with increased use of a remote diabetes management program and lower mean blood glucose values, Journal of Medical Economics, 22:9, 869-877, DOI: 10.1080/13696998.2019.1609483

 

150 West Evelyn Ave, Suite 150, Mountain View, CA 94041                (866) 435-5643                livongo.com

 

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