Item 1.01 Entry into a Material Definitive Agreement.

On September 23, 2022, GoHealth, Inc. (Nasdaq: GOCO) (the "Company" or "GoHealth") entered into an Investment Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K (the "Investment Agreement") with Anthem Insurance Companies, Inc. and GH 22 Holdings, Inc. (the "Purchasers"), relating to the issuance and sale by the Company to the Purchasers of 50,000 shares of the Company's Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), for an aggregate purchase price of $50.0 million, at $1,000 per share of Preferred Stock (the "Issuance"). Affiliates of the Purchasers are significant customers of the Company. The closing of the Issuance occurred on September 23, 2022 (the "Closing Date").

The Preferred Stock ranks senior to the shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), and the Company's Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock has an initial liquidation preference of $1,000 per share, which shall increase by accumulated quarterly dividends that are not paid in cash ("compounded dividends"). Holders of the Preferred Stock are entitled to a dividend at the rate of 7.0% per annum, accruing daily and payable quarterly in arrears, as set forth in the certificate of designations designating the Preferred Stock, which is filed as Exhibit 3.1 to this Current Report on Form 8-K (the "Certificate of Designations"). Dividends are payable in cash, by increasing the amount of liquidation preference (compounded dividends) with respect to a share of Preferred Stock, or any combination thereof, at the sole discretion of the Company.

The Preferred Stock is convertible in full at the option of the holders into the number of shares of Class A Common Stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for compounded dividends) plus (y) the accrued dividends with respect to each share of Preferred Stock as of the applicable conversion date divided by (b) the conversion price (initially $0.64) as of the applicable conversion date. Notwithstanding the foregoing, a holder of Preferred Stock may elect to receive upon conversion, in lieu of the shares of Class A Common Stock otherwise deliverable, one share of a newly created class of preferred stock (the "Series A-1 Preferred Stock") for every 1,000 shares of Class A Common Stock otherwise deliverable upon conversion. The Series A-1 Preferred Stock will be essentially a substitute for the Class A Common Stock in the form of non-voting preferred stock and have the terms set forth in the certificate of designations designating the Series A-1 Preferred Stock (the "Series A-1 Certificate of Designations"), which is filed as Exhibit 3.2 to this Current Report on Form 8-K. The terms of the Preferred Stock and Series A-1 Preferred Stock contain certain anti-dilution adjustments. Subject to certain conditions, at any time after the third anniversary of the Closing Date, if the volume weighted average price per share of Class A Common Stock on Nasdaq is equal to or greater than 150% of the then-applicable conversion price for each of at least twenty (20) trading days, whether or not consecutive, in any period of thirty (30) consecutive trading days ending on and including the trading day immediately before the Company provides the holders with notice of its election to convert all or a portion of the Preferred Stock into the relevant number of shares of Class A Common Stock or Series A-1 Preferred Stock (at the election of the holder), the Company may elect to convert all or a portion of the Preferred Stock into the relevant number of shares of Class A Common Stock or Series A-1 Preferred Stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series A-1 Preferred Stock (if issued upon conversion of the Preferred Stock) will be entitled, out of assets legally available therefor, and subject to the rights of the holders of any senior stock (including the Preferred Stock) or parity stock (including the Common Stock) and the rights of the Company's existing and future creditors, to receive an aggregate amount per share equal to 1,000 (as may be adjusted) times the aggregate amount to be distributed per share to holders of shares of Class A Common Stock. Each holder of a whole share of Series A-1 Preferred Stock (if issued upon conversion of the Preferred Stock) shall be entitled to receive . . .

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 is incorporated herein by reference.

As described in Item 1.01, pursuant to the terms of the Investment Agreement, the Company has issued shares of the Preferred Stock to the Purchasers. This issuance and sale are exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act. The Purchasers have each



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represented to the Company that it is an "accredited investor" as defined in Rule 501 of the Securities Act and that the Preferred Stock is being acquired for its own account and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing shares of the Preferred Stock or shares of the Class A Common Stock or Series A-1 Preferred Stock issued in connection with any future conversion of the Preferred Stock.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On September 23, 2022, the Company filed with the Secretary of State of the State of Delaware (i) the Certificate of Designations designating the Preferred Stock and (ii) the Series A-1 Certificate of Designations designating the Series A-1 Preferred Stock, in each case establishing the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions of the shares of Preferred Stock and Series A-1 Preferred Stock. Each of the Certificate of Designations and Series A-1 Certificate of Designations became effective upon filing.

The information in Item 1.01 is incorporated herein by reference.

Item 7.01. Other Events.

On September 26, 2022, the Company issued a press release announcing the closing of the Issuance. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished under Item 7.01 of this Current Report on Form 8-K, including the press release furnished herewith as Exhibit 99.1, shall be deemed "furnished" and not "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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.                                    Description

 3.1          Certificate of Designations of Series A Convertible Perpetual
            Preferred Stock of GoHealth, Inc.

 3.2          Certificate of Designations of Series A-1 Convertible Non-Voting
            Perpetual Preferred Stock of GoHealth, Inc.

10.1          Investment Agreement dated as of September 23, 2022 among GoHealth,
            Inc. and the purchasers identified therein.

10.2          Registration Rights Agreement dated as of September 23, 2022 among
            GoHealth, Inc. and the persons identified therein.

10.3          Amendment No. 2 to the Second Amended and Restated Limited Liability
            Company Agreement of GoHealth Holdings, LLC, dated as of September 23,
            2022

99.1          Press Release dated September 26, 2022

104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the Inline XBRL document).



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