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EX-10.1 - EX-10.1 - CASTLIGHT HEALTH, INC.nguptaadvisoragreement.htm

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

December 15, 2019
Date of Report (Date of earliest event reported)

CASTLIGHT HEALTH, INC.
(Exact name of registrant as specified in its charter)
______________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
001-36330 (Commission File Number)
26-1989091
(I.R.S. Employer
Identification Number)
______________________________________

150 Spear Street, Suite 400
San Francisco, CA 94105
(Address of principal executive offices)
(415) 829-1400
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)
Not applicable

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class B Common Stock, par value $0.0001 per shareCSLTNew York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:
Not applicable


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:

[ ] 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))

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 [x]
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. [x]




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2019, Neeraj Gupta, Executive Vice President, Engineering of Castlight Health, Inc. (the “Company”), notified the Company of his intention to resign, effective January 3, 2020 (the “Resignation Date”). Effective upon the Resignation Date, the Company entered into advisory agreement with Mr. Gupta (the “Advisor Agreement”), pursuant to which Mr. Gupta will serve as an advisor from the Resignation Date through February 28, 2020. Under the Advisor Agreement, Mr. Gupta will not receive any salary or any additional equity compensation, but will remain eligible for continued vesting under outstanding equity awards. A copy of the Advisor Agreement is attached hereto as Exhibit 10.1.


Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits













































SIGNATURE

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

CASTLIGHT HEALTH, INC.
Date:December 17, 2019By:/s/ Will Bondurant
Will Bondurant
Chief Financial Officer