8-K

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): July 7, 2020

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 2.02. Results of Operations and Financial Condition.

On July 7, 2020, Livongo Health, Inc. (the “Company”) issued a press release announcing a preliminary financial result for its second quarter ended June 30, 2020. This financial result is preliminary and subject to change in connection with the completion of the Company’s quarter-end closing process and the preparation of its unaudited financial statements for the second quarter of 2020. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release dated July 7, 2020.

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.

Date: July 7, 2020

Livongo Health, Inc.
By:	/s/ Lee Shapiro
Name:	Lee Shapiro
Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Livongo Announces Preliminary Second Quarter 2020 Revenue; Exceeds Previously Announced Guidance

Second Quarter 2020 Earnings Conference Call Scheduled for August 6, 2020

MOUNTAIN VIEW, Calif. — July 7, 2020 — Livongo Health, Inc., (Nasdaq: LVGO) today announced a preliminary financial result for the second quarter of fiscal year 2020.

Livongo now expects revenue for the second quarter of 2020 to be in the range of $86 million to $87 million, up from prior guidance of $73 million to $75 million. The updated revenue outlook includes approximately $2 million to $3 million of items that management considers non-recurring or one-time in nature. This financial result for the second quarter of fiscal 2020 is preliminary and subject to change in connection with the completion of the company’s quarter-end closing process and the preparation of the unaudited financial statements for the second quarter of 2020.

“Livongo’s momentum coming into the second quarter has continued, and we believe is attributed to our unique ability to deliver measurable and proven clinical and financial results at scale.  The COVID-19 pandemic has only magnified the need for Livongo’s solutions, which goes well beyond remote monitoring and video visits to generate consumer directed virtual care,” said Zane Burke, Chief Executive Officer of Livongo. “The largest, most innovative employers and health plans are continuing to select Livongo due to our whole person approach to care which is accelerating our growth. Investments made in our data science capabilities are paying off in stronger than expected enrollment and Member retention as revealed by this quarter’s revenues.”

Livongo management will hold a conference call on Thursday, August 6, 2020, at 4:30 p.m. Eastern Time to discuss results for the second quarter ended June 30, 2020 and forward guidance, which will also be issued in a press release after close of the U.S. stock market.

All interested parties may dial 270-215-9499 and reference “Livongo”or Conference ID 7286217 to listen to the quarterly conference call. Participants may join the webcast here. A replay of the call will be available via webcast for on-demand listening shortly after completion of the callon the Investor Relations section of the company’s website, www.livongo.com, and will remain available for approximately 90 days.

About Livongo

Livongo 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 category of Applied Health Signals to offer Members clinically-based insights that focus on the whole person and make it easier to stay healthy. Using its AI+AI engine, Livongo’s team of data scientists aggregate and interpret substantial amounts of health data and information to create actionable, personalized and timely health signals delivered to Livongo Members exactly when and where they need them. The Livongo approach delivers better clinical and financial outcomes while creating a different and better

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

experience for people with chronic conditions. For more information, visit: www.livongo.com or engage with Livongo on LinkedIn or Twitter.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Livongo’s future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Livongo’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding Livongo’s ability to grow and expand its platform, number of clients, number of members, and anticipated enrollment rates, Livongo’s ability to provide a world-class health and care experience for members during the COVID-19 pandemic, Livongo’s expectations regarding pipeline demand, and Livongo’s future financial and operating performance, including its anticipated revenue for the second quarter of fiscal 2020. Livongo’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks regarding Livongo’s ability to retain clients and sell additional solutions to new and existing clients, Livongo’s ability to attract and enroll new members, the growth and success of Livongo’s partners and reseller relationships, Livongo’s ability to estimate the size of its target market, uncertainty in the healthcare regulatory environment, the impact of the COVID-19 pandemic on Livongo’s business and general economic conditions, and Livongo’s future financial performance, including trends in revenue, costs of revenue, gross profit or gross margin, operating expenses, paying clients, and free cash flow. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in Livongo’s filings with the Securities and Exchange Commission, including Livongo’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. Livongo’s SEC filings are available on the Investor Relations section of Livongo’s website at ir.livongo.com and on the SEC’s website at www.sec.gov. The forward-looking statements in this release are based on information available to Livongo as of the date hereof, and Livongo disclaims any obligation to update any forward-looking statements, except as required by law.

Investor Contact:

Jason Plagman

785-550-6048

Media Contact:

John Hallock

617-615-7712

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