As filed with the Securities and Exchange Commission
on October 2, 2025
Registration No. 333-279463
Registration No. 333-271987
Registration No. 333-257477
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
Form S-8 Registration Statement No. 333-279463
Form S-8 Registration Statement No. 333-271987
Form S-8 Registration Statement No. 333-257477
UNDER
THE SECURITIES ACT OF 1933
NEUEHEALTH, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
47-4991296 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
| |
|
|
9250 NW 36th St Suite 420
Doral, FL |
33178 |
|
(Address of Principal Executive
Office) |
(Zip Code) |
NeueHealth, Inc. Second Amended and Restated
2021 Omnibus Incentive Plan
Bright Health Group, Inc. 2016 Stock Incentive
Plan
(Full Title of the Plans)
Jeff Craig
General Counsel and Corporate Secretary
9250 NW 36th St Suite 420
Doral, FL 33178
(Name and address of agent for service)
(612) 238-1321
(Registrant’s Telephone Number, Including
Area Code)
Copies to:
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
Email: aazher@stblaw.com;
wbrentani@stblaw.com
Attention: Atif I. Azher; William B. Brentani
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 growth company. 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 filer ¨ |
Accelerated filer |
¨ |
| Non-accelerated filer x |
Smaller reporting company |
x |
| |
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 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (each, a “Registration
Statement” and collectively, the “Registration Statements”) of NeueHealth, Inc., a Delaware corporation (the “Registrant”),
which were previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):
| 1. |
Registration Statement on Form S-8 (File No. 333-279463), filed with the SEC on May 16, 2024, pertaining to the registration of 2,275,000 shares of common stock of the Registrant, par value $0.0001 per share (the “Common Stock”) for delivery with respect to awards under the NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”). |
| 2. |
Registration Statement on Form S-8 (File No. 333-271987), filed with the SEC on May 17, 2023, pertaining to the registration of 156,622,359* shares of Common Stock for delivery with respect to awards under the 2021 Incentive Plan. |
| |
|
| 3. |
Registration Statement on Form S-8 (File No. 333-257477), filed with the SEC on June 28, 2021, pertaining to the registration of (i) 42,000,000* shares of Common Stock for delivery with respect to awards under the 2021 Incentive Plan and (ii) 72,285,567* shares of Common Stock for delivery with respect to awards under the Bright Health Group, Inc. 2016 Stock Incentive Plan. |
* The number of shares of Common Stock originally
registered have not been adjusted to reflect the one-for-eighty (1-for-80) reverse stock split that became effective on May 19, 2023.
On October 2, 2025, pursuant
to the Agreement and Plan of Merger, dated December 23, 2024, by and among the Registrant, NH Holdings 2025, Inc., a Delaware corporation
(“Parent”), and NH Holdings Acquisition 2025, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger
Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a
wholly owned subsidiary of Parent.
As a result of the Merger,
the Registrant is terminating all existing registration statements under the Securities Act of 1933, as amended, of the Registrant, including
the Registration Statements. The Registrant hereby terminates the effectiveness of the Registration Statements and removes from registration,
by means of a post-effective amendment, any and all securities of the Registrant registered for issuance under the Registration Statements
that remain unissued as of the date of this Post-Effective Amendment. The Registration Statements are hereby amended, as appropriate,
to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Doral, State of Florida, on October 2, 2025.
| NEUEHEALTH, INC. |
|
| |
|
|
| By: |
/s/ Jeff Craig |
|
| Name: |
Jeff Craig |
|
| Title: |
General Counsel and Corporate Secretary |
|
Pursuant to Rule 478 under the Securities Act
of 1933, as amended, no other person is required to sign this Post-Effective Amendment.
