S-4 1 s-4.htm S-4 Document




As filed with the Securities and Exchange Commission on [*], 2017
Registration No. 333-[*]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HOOPER HOLMES, INC.
(Exact Name of Registrant as Specified in Its Charter)

New York
8090
22-1659359
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Number)
(IRS Employer
Identification Number)

560 N. Rogers Road
Olathe, KS 66062
(913) 764-1045
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Henry E. Dubois
Chief Executive Officer
Hooper Holmes, Inc.
560 N. Rogers Road
Olathe, KS 66062
(913) 764-1045
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies of Communications to:
Peter Mirakian III, Esq.
Spencer Fane LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
(816) 474-8100




Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
Accelerated filer o
 
 
Non-accelerated filer o
(Do not check if a smaller reporting filer)
Smaller reporting company x
If applicable, place an X in the box to designate the appropriate rule provisions relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
 
Amount to be
Registered
(1)
 
Proposed Maximum
Offering
Price per Unit
 
Proposed Maximum Aggregate Offering Price(2)
 
Amount of
Registration
Fee
(3)(4)

Common stock, $0.04 par value per share
 
10,448,849
 
N/A
 
$
8,160,000

 
$
945.74





(1) 
Relates to common stock, $0.04 par value per share, of Hooper Holmes, Inc., a New York corporation (“Hooper”), issuable by Hooper in connection with the proposed merger of Piper Merger Corp., a New York corporation and a wholly-owned subsidiary of Hooper, with and into Provant Health Solutions, LLC, a Rhode Island limited liability company (“Provant”). At the effective time of the Merger, all of the outstanding equity interests in Provant will be converted solely into the right to receive a number of shares of Hooper common stock equal to the total number of shares of Hooper common stock outstanding, less the Requirement Shares (as defined in this proxy statement/prospectus) and the Banker Shares (as defined in this proxy statement/prospectus) to extent each are issued prior to closing (the “Merger Shares”), to the Provant equity holders. Hooper expects to issue 10,448,849 Merger Shares.
(2) 
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) of the Securities Act of 1933, as amended, based upon the estimated book value of the Provant securities to be exchanged in the Merger, as of immediately prior to the Merger. Provant is a private company, and no market exists for its securities.
(3) 
A registration fee of $945.74 is being paid for the registration of 10,448,849 shares of Hooper common stock.
(4) 
This fee has been calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.




The information in this preliminary prospectus is not complete and may be changed. Hooper may not sell its securities pursuant to the proposed transactions until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED [*], 2017




PRELIMINARY PROSPECTUS

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PROPOSED MERGER
YOUR VOTE IS VERY IMPORTANT
To the Shareholders of Hooper Holmes, Inc.:
Hooper Holmes, Inc. (“Hooper”), Provant Health Solutions, LLC (“Provant”), and Wellness Holdings, LLC (“Seller”) have entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which a wholly-owned subsidiary of Hooper will merge with and into Provant, with Provant surviving as a wholly-owned subsidiary of Hooper (the “Merger”). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
At the effective time of the Merger, all of the outstanding equity interests in Provant will be converted solely into the right to receive a number of shares of Hooper common stock, par value $0.04 per share, equal to the total number of shares of Hooper common stock outstanding, less the Requirement Shares (as defined below) and the Banker Shares (as defined below) to the extent each are issued prior to the closing (the “Merger Shares”). Hooper expects to issue 10,448,849 Merger Shares.
As a condition to increasing its term loan financing to Hooper at closing of the Merger, Hooper’s current term lender, SWK Funding LLC (“SWK”), requires Hooper to raise $3.5 million by issuing new shares of Hooper common stock (the “Requirement Shares”) in exchange for cash by the time of closing of the Merger, or within 90 days thereafter. Provant equity holders have agreed to purchase at closing of the Merger up to, but no more than, half of the Requirement Shares on the same terms as the other investors in the Requirement Shares. As a part of its effort to sell the Requirement Shares, Hooper conducted a private offering (the “2017 Private Offering”) in which it issued 1,712,500 shares at a price of $0.80 plus one-half warrant per share, with the warrants having a strike price of $1.35 per share (the “Requirement Share Warrants”). These warrants are exercisable for a period of four years from the date of issuance but are not exercisable during the first six months after closing of the 2017 Private Offering. Pursuant this proxy statement/prospectus, Hooper is asking the Hooper shareholders to approve the issuance of any Requirement Shares not issued prior to closing of the Merger and the issuance of shares of Hooper’s common stock upon exercise of any Requirement Share Warrants. If all of the Requirement Shares are sold on the terms described in this paragraph, Hooper will issue 4,375,000 Requirement Shares and issue Requirement Share Warrants exercisable for 2,187,500 shares of Hooper’s common stock.
Certain members of Seller intend to invest $2.5 million (“Pre-Closing Capital”) in Seller, which will lend the Pre-Closing Capital to Provant prior to the Merger in the form of subordinated, convertible debt bearing interest at 8.25% that will be converted to equity in Seller immediately prior to closing of the Merger; provided, however, that to the extent that Hooper’s net debt, as described in the Merger Agreement, immediately prior to closing of the Merger is less than negative $6.9 million if the closing is prior to May 15, 2017 or less than negative $6.5 million if the closing is on or after May 15, 2017, the amount of the Pre-Closing Capital that converts to equity in Seller prior to closing of the Merger will be reduced on a dollar-for-dollar basis, with such non-converted debt becoming a non-convertible post-closing obligation of the surviving entity in the Merger, subordinated to the secured borrowings of Hooper and the surviving entity.
Hooper and Provant are in discussions with their respective investment bankers to accept Hooper common stock in exchange for a portion of the bankers’ fees (the “Banker Shares”). The Banker Shares will be issued immediately after, and conditioned



on, closing of the Merger, so they will not be counted for purposes of determining the number of Merger Shares that are issued to the Provant equity holders.
As a result of these transactions, it is anticipated that the former Provant equity holders will hold approximately 48% of Hooper’s approximately 26.5 million outstanding shares of common stock at, or within 90 days following, closing of the Merger.
Shares of Hooper common stock are currently listed on the NYSE MKT under the symbol “HH.” On March 15, 2017, the last trading day before the date of this proxy statement/prospectus, the closing sale price of Hooper common stock was $0.75 per share.
Hooper is holding a special meeting at 10:00 a.m., Central Time, on [*], 2017 at the Hilton Garden Inn, 12080 South Strang Line Road, Olathe, KS 66062, unless postponed or adjourned to a later date, at which Hooper will ask its shareholders to, among other things, approve (a) the issuance of the Merger Shares, the Post-Merger Requirement Shares, the Banker Shares and the Century Warrant Shares (as defined in this proxy statement/prospectus) and (b) the Third Amended and Restated Hooper Holmes, Inc. 2011 Omnibus Incentive Plan, each as described in this proxy statement/prospectus.
After careful consideration, the Hooper board of directors has approved the Merger Agreement and the Merger and the respective proposals referred to above, and the Hooper board of directors has determined that it is advisable to enter into the Merger and related transactions. After careful consideration, the Hooper board of directors recommends that Hooper shareholders vote “FOR” the proposals described in this proxy statement/prospectus.
More information about Hooper, Provant and the proposed transaction is contained in this proxy statement/prospectus. Hooper urges you to read this proxy statement/prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 11.
Hooper is excited about the opportunities the Merger brings to Hooper shareholders, and thanks you for your consideration and continued support.

Henry E. Dubois
Chief Executive Officer
Hooper Holmes, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated [*], 2017, and is first being mailed to Hooper shareholders on or about [*], 2017.




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HOOPER HOLMES, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [*], 2017
Dear Shareholders of Hooper:
On behalf of the board of directors of Hooper Holmes, Inc., a New York corporation (“Hooper”), we are pleased to deliver this proxy statement/prospectus for the proposed merger between Hooper and Provant Health Solutions, LLC, a Rhode Island limited liability company (“Provant”), pursuant to which Piper Merger Corp., a wholly-owned subsidiary of Hooper (“Merger Sub”), will merge with and into Provant, with Provant surviving as a wholly-owned subsidiary of Hooper, pursuant to the Agreement and Plan of Merger, dated as of March 7, 2017, by and among Hooper, Merger Sub, Provant, and Wellness Holdings, LLC (“Seller”), a copy of which is attached as Annex A to the accompanying proxy statement/prospectus (the “Merger Agreement”). The special meeting of shareholders of Hooper will be held on [*], 2017 at 10:00 a.m., Central Time, at the Hilton Garden Inn, 12080 South Strang Line Road, Olathe, KS 66062, for the following purposes:
1.    To consider and vote upon a proposal to approve the issuance of a number of shares of Hooper common stock equal to the total number of shares of Hooper common stock outstanding, less the Requirement Shares (as defined below) and the Banker Shares (as defined below) each to the extent issued prior to the closing, to the Provant equity holders pursuant to the Merger Agreement (the “Merger Shares”).
2.    To consider and vote upon a proposal to approve the issuance of shares of Hooper common stock with a value of up to $3.5 million in satisfaction of the conditions of Hooper’s current term lender, SWK Funding LLC (“SWK”) in connection with the closing of the Merger (the “Requirement Shares”), less the number of any Requirement Shares issued prior to closing of the Merger, plus one-half warrant per Requirement Share (and the shares of Hooper common stock issuable upon the exercise of such warrants) (collectively, the “Post-Merger Requirement Shares”).
3.    To consider and vote upon a proposal to approve the issuance of up to 1,200,000 shares of Hooper common stock to the investment bankers of Hooper and Provant in payment of a portion of their fees (the “Banker Shares”).
4.    To consider and vote upon a proposal to approve the issuance of a warrant to be issued to Century Focused Fund III, L.P. (“Century”) upon closing of the Merger, for $200,000 worth of Hooper common stock based on the five-day average trading price of the Hooper common stock immediately prior to closing, in exchange for Century’s guarantee of a $2.0 million seasonal revolving credit facility to be provided by SWK upon closing (and the shares of Hooper common stock issuable upon the exercise of such warrant), and an additional warrant to be issued to Century if the guarantee is called, for $1.8 million worth of Hooper common stock based on the five-day average trading price of the Hooper common stock immediately prior to issuance (and the shares of Hooper common stock issuable upon the exercise of such warrant) (collectively, the “Century Warrant Shares”).
5.    To consider and vote upon a proposal to approve a Third Amended and Restated Hooper Holmes, Inc. 2011 Omnibus Incentive Plan for the purpose of increasing the number of shares available for issuance under the Second Amended and Restated Hooper Holmes, Inc. 2011 Omnibus Incentive Plan (the “Third Amended and Restated Omnibus Incentive Plan”).



6.    To consider and vote upon an adjournment of the Hooper special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3, 4 and 5.
7.    To transact such other business as may properly come before the Hooper special meeting or any adjournment or postponement thereof.
The board of directors of Hooper has fixed [*], 2017 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Hooper special meeting and any adjournment or postponement thereof. Only holders of record of shares of Hooper common stock at the close of business on the record date are entitled to notice of, and to vote at, the Hooper special meeting. At the close of business on the record date, Hooper had [*] shares of common stock outstanding and entitled to vote.
Your vote is important. The affirmative vote of the holders of a majority of the shares of Hooper common stock having voting power present in person or represented by proxy at the Hooper special meeting is required for approval of Proposal Nos. 1, 2, 3, 4 and 5. Each of Proposal Nos. 1, 2, 3 and 4 are conditioned upon each other.
Even if you plan to attend the Hooper special meeting in person, Hooper requests that you sign and return the enclosed proxy to ensure that your shares will be represented at the Hooper special meeting if you are unable to attend.

By Order of the Hooper Board of Directors,
    
    
Henry E. Dubois
Chief Executive Officer
Olathe, Kansas
[*], 2017
THE HOOPER BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT EACH OF THE PROPOSALS OUTLINED ABOVE IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, HOOPER AND ITS SHAREHOLDERS AND HAS APPROVED EACH SUCH PROPOSAL. THE HOOPER BOARD OF DIRECTORS RECOMMENDS THAT HOOPER SHAREHOLDERS VOTE “FOR” EACH SUCH PROPOSAL.
REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about Hooper that is not included in or delivered with this document. You may obtain this information without charge through the Securities and Exchange Commission, or the SEC, website (www.sec.gov) or upon your written or oral request to Hooper Holmes, Inc., 560 N. Rogers Road, Olathe, Kansas 66062, Attention: Legal Department, or by calling (913) 764-1045.
To ensure timely delivery of these documents, any request should be made no later than [*], 2017 to receive them before the special meeting.
For additional details about where you can find information about Hooper, please see the section titled “Where You Can Find More Information” in this proxy statement/prospectus.





TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER
i
PROSPECTUS SUMMARY
1
The Companies
1
The Merger
1
Reasons for the Merger
2
Opinion of the Hooper Financial Advisor
3
Overview of the Merger Agreement
3
Description of Changes in Provant Equity Immediately Prior to Merger
5
Management Following the Merger
5
Interests of the Hooper Directors and Executive Officers in the Merger
5
Material United States Federal Income Tax Consequences
6
Risk Factors
6
Regulatory Approvals
7
NYSE MKT Additional Listing Application
7
Anticipated Accounting Treatment
7
Appraisal Rights and Dissenters’ Rights
7
Comparison of Shareholder Right and Provant Equity Holder Rights
7
SUMMARY HISTORICAL FINANCIAL DATA OF HOOPER
8
Hooper Consolidated and Condensed Balance Sheet Data
8
Hooper Consolidated and Condensed Statements of Operations Data
8
SUMMARY HISTORICAL FINANCIAL DATA OF PROVANT
8
Provant Condensed Balance Sheet Data
9
Provant Condensed Statements of Operations Data
9
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED AND CONDENSED
9
FINANCIAL DATA
 
MARKET PRICE AND DIVIDEND INFORMATION
10
Dividends
10
RISK FACTORS
12
Risks Related to the Merger
12
Risks Related to Hooper
13
Risks Related to Provant
19
Risks Related to the Combined Organization
22
FORWARD-LOOKING STATEMENTS
26
THE SPECIAL MEETING OF HOOPER SHAREHOLDERS
26
THE MERGER
30
Background of the Merger
30
Hooper Reasons for the Merger
33
Provant and Provant Equity Holders Reasons for the Merger
34
Opinion of the Hooper Financial Advisor
35
Interests of the Hooper Directors and Executive Officers in the Merger
41
Form of the Merger
41
Merger Consideration
42
Effective Time of the Merger
42
Regulatory Approvals
42
Tax Treatment of the Merger
43
Material United States Federal Income Tax Consequences
43
The NYSE MKT Listing
45
Anticipated Accounting Treatment
45



Appraisal Rights and Dissenters’ Rights
45
THE MERGER AGREEMENT
47
General
47
Merger Consideration
47
Directors and Officers of Hooper Following the Merger
47
Organizational Documents Following the Merger
47
Conditions to the Completion of the Merger
48
Representations and Warranties
49
No Solicitation
49
Covenants; Conduct of Business Pending the Merger
51
Non-Solicit
53
Other Agreements
53
Termination
54
Expenses and Termination Fees
55
Amendment
56
AGREEMENTS RELATED TO THE MERGER
57
Voting and Standstill Agreement
57
Financing Commitments
57
MATTERS BEING SUBMITTED TO A VOTE OF THE HOOPER SHAREHOLDERS
58
Proposal No. 1: Approval of the Issuance of the Merger Shares
58
Proposal No. 2: Approval of the Issuance of the Post-Merger Requirement Shares
58
Proposal No. 3: Approval of the Issuance of the Banker Shares
58
Proposal No. 4: Approval of the Issuance of the Century Warrant Shares
59
Proposal No. 5: Approval of the Third Amended and Restated Omnibus Incentive Plan
59
Proposal No. 6: Approval of Possible Adjournment of the Hooper Special Meeting
60
of Shareholders
 
HOOPER BUSINESS
61
PROVANT BUSINESS
68
HOOPER MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
73
CONDITION AND RESULTS OF OPERATIONS
 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL

82
DISCLOSURE
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT THE MARKET RISK
83
OF HOOPER
 
PROVANT MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL


84
CONDITION AND RESULTS OF OPERATIONS
 
MANAGEMENT FOLLOWING THE MERGER
88
Executive Officers and Directors
88
Director Compensation
94
Executive Compensation
95
Equity Compensation Plans
98
RELATED PARTY TRANSACTIONS OF DIRECTORS AND EXECUTIVE
103
OFFICERS OF THE COMBINED COMPANY
 
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
107
STATEMENTS
 
NOTE TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
111
INFORMATION
 
DESCRIPTION OF HOOPER COMMON STOCK
112
COMPARISON OF RIGHTS OF HOLDERS OF HOOPER STOCK AND PROVANT
112
EQUITY INTERESTS
 



PRINCIPAL SHAREHOLDERS OF HOOPER
115
PRINCIPAL EQUITY HOLDERS OF PROVANT
116
PRINCIPAL SHAREHOLDERS OF COMBINED COMPANY
116
LEGAL MATTERS
118
EXPERTS
118
WHERE YOU CAN FIND MORE INFORMATION
118
TRADEMARK NOTICE
118
OTHER MATTERS
119
INDEX TO HOOPER CONSOLIDATED FINANCIAL STATEMENTS
F-1
INDEX TO PROVANT FINANCIAL STATEMENTS
F-28
ANNEX A – AGREEMENT AND PLAN OF MERGER
A-1
ANNEX B – OPINION OF CANTOR FITZGERALD & CO.
B-1
ANNEX C – VOTING AND STANDSTILL AGREEMENT
C-1
ANNEX D – THIRD AMENDED AND RESTATED HOOPER HOLMES, INC.
D-1
2011 OMNIBUS INCENTIVE PLAN
 
PART II
II-1
EXHIBIT INDEX
Ex-1





QUESTIONS AND ANSWERS ABOUT THE MERGER
The following section provides answers to frequently asked questions about the Merger. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.
What is the Merger?
Hooper Holmes, Inc., a New York corporation (“Hooper”), Provant Health Solutions, LLC, a Rhode Island limited liability company (“Provant”) and Wellness Holdings, LLC, a Delaware limited liability company (“Seller”) have entered into an Agreement and Plan of Merger, dated as of March 7, 2017 (the “Merger Agreement”). The Merger Agreement contains the terms and conditions of the proposed business combination of Hooper and Provant. Under the Merger Agreement, Piper Merger Corp., a wholly-owned subsidiary of Hooper (the “Merger Sub”) will merge with and into Provant, with Provant surviving as a wholly-owned subsidiary of Hooper (the “Merger”).
At the effective time of the Merger, all of the outstanding equity interests in Provant will be converted solely into the right to receive Merger Shares (as such term is defined in the section titled “The Merger Agreement—Merger Consideration” in this proxy statement/prospectus). Hooper expects to issue 10,448,849 Merger Shares.
In order to satisfy the conditions of Hooper’s current term lender in connection with the Merger, SWK Funding LLC (“SWK”), Hooper is issuing the Requirement Shares (as such term is defined in the section titled “The Merger Agreement—Merger Consideration” in this proxy statement/prospectus). Provant equity holders have agreed to purchase up to, but no more than, half of the Requirement Shares on the same terms as the other investors in the Requirement Shares. If all of the Requirement Shares are sold on the terms described in the section titled “The Merger Agreement—Merger Consideration” in this proxy statement/prospectus, Hooper will issue 4,375,000 Requirement Shares and issue Requirement Share Warrants exercisable for 2,187,500 shares of Hooper’s common stock.
Provant equity holders intend to invest the Pre-Closing Capital (as such term is defined in the section titled “The Merger Agreement—Merger Consideration” in this proxy statement/prospectus) in Seller prior to the Merger in the form of subordinated, convertible debt bearing interest at 8.25% that will be converted to equity in Seller immediately prior to closing of the Merger, except as described in the section titled “The Merger Agreement—Merger Consideration” in this proxy statement/prospectus.
Hooper and Provant are in discussions with their respective investment bankers to issue the Banker Shares (as such term is defined in the section titled “The Merger Agreement—Merger Consideration” in this proxy statement/prospectus) as a portion of their fees. The Banker Shares will be issued immediately after, and conditioned on, closing of the Merger, so they will not be counted for purposes of determining the number of Merger Shares that are issued to the Provant equity holders.
As a result of these transactions, it is anticipated that the former Provant equity holders will hold approximately 48% of Hooper’s approximately 26.5 million outstanding shares of common stock at, or within 90 days following, closing of the Merger.
What will happen to Hooper if, for any reason, the Merger does not close?
If Hooper is unable to successfully complete the Merger, it would continue as a stand-alone company. It would need to raise significant additional capital by May 8, 2017, to maintain the listing of its common stock on the NYSE MKT. Regardless of its ability to remain listed on the NYSE MKT, Hooper would also need to raise significant additional capital for operating purposes. There is no assurance that Hooper would be able to raise these funds on a timely basis, or at all. Nor is there assurance that Hooper will remain listed on the NYSE MKT even if it completes the Merger.
Why are the two companies proposing to merge?

i


Provant and Hooper believe that the Merger will result in scale, growth and synergies for the combined company. For a discussion of Hooper and Provant reasons for the Merger, please see the sections titled “The Merger—Hooper Reasons for the Merger” and “The Merger—Provant Reasons for the Merger” in this proxy statement/prospectus.
Why am I receiving this proxy statement/prospectus?
You are receiving this proxy statement/prospectus because you have been identified as a shareholder of Hooper as of the applicable record date, and you are entitled, as applicable, to vote at the Hooper shareholder meeting to approve the matters set forth above. This document serves as:
a proxy statement of Hooper used to solicit proxies for its shareholder meeting; and
a prospectus of Hooper used to offer shares of Hooper common stock in exchange for the outstanding equity interests in Provant in the Merger.
What is required to approve the Hooper equity issuances described in this proxy statement/prospectus and the Third Amended and Restated Omnibus Incentive Plan?
The approval of the issuance of the Merger Shares (as such term is defined in the section titled “Matters Being Submitted to a Vote of the Hooper Shareholders—Proposal No. 1: Approval of the Merger Shares”), the Post-Merger Requirement Shares (as such term is defined in the section titled “Matters Being Submitted to a Vote of the Hooper Shareholders—Proposal No. 2: Approval of the Post-Merger Requirement Shares”), the Banker Shares (as such term is defined in the section titled “Matters Being Submitted to a Vote of the Hooper Shareholders—Proposal No. 3: Approval of the Banker Shares”), and the Century Warrant Shares (as such term is defined in the section titled “Matters Being Submitted to a Vote of the Hooper Shareholders—Proposal No. 4: Approval of the Century Warrant Shares”), and the Third Amended and Restated Omnibus Incentive Plan (as such term is defined in the section titled “Matters Being Submitted to a Vote of the Hooper Shareholders—Proposal No. 5: Approval of Third Amended and Restated Omnibus Incentive Plan”), each require the affirmative vote of the holders of a majority of the shares of Hooper common stock having voting power present in person or represented by proxy at the Hooper special meeting for the issuance of shares of Hooper common stock in the Merger.
What will Provant equity holders receive in the Merger?
At the effective time of the Merger, Hooper expects to issue 10,448,849 Merger Shares to the Provant equity holders. As a result of the transactions described in the section titled “The Merger Agreement—Merger Consideration” in this proxy statement/prospectus, it is anticipated that the former Provant equity holders will hold approximately 48% of Hooper’s approximately 26.5 million outstanding shares of common stock at, or within 90 days following, closing of the Merger.
For a more complete description of what Provant equity holders will receive in the Merger, please see the sections titled “Market Price and Dividend Information” and “The Merger Agreement—Merger Consideration” in this proxy statement/prospectus.
Who will be the directors of Hooper following the Merger?
Following the Merger, Hooper’s board of directors intends to increase the size of the board to seven members and to appoint Frank Bazos to fill the vacancy so created until the next annual meeting of Hooper’s shareholders. Hooper expects, and the Merger Agreement requires, that current board members Gus Halas and Mark Emkjer will resign upon closing of the Merger. If they do, the board intends to appoint Stephen Marquardt and Paul Daoust to fill their seats until the next annual meeting of Hooper’s shareholders. Whether or not Messrs. Halas and Emkjer resign their board seats, Hooper intends to hold its annual meeting of shareholders in June 2017, at which time the board intends to nominate Ronald V. Aprahamian, Larry Ferguson, Henry E. Dubois and Thomas Watford, all of whom are currently members of the Hooper board of directors, and Frank Bazos, Stephen Marquardt and Paul Daoust, all of whom are currently directors or officers of the Provant equity holders.
Who will be the executive officers of Hooper immediately following the Merger?

ii


Immediately following the Merger, the executive management team of Hooper will be as follows:
Name
 
Position(s)
Henry E. Dubois
 
Chief Executive Officer and Director
Mark Clermont
 
President and Chief Operating Officer
Steven R. Balthazor
 
Chief Financial Officer and Treasurer
Heather Provino
 
Chief Strategy Officer
What are the material U.S. federal income tax consequences of the Merger to Provant equity holders?
Each of Hooper and Provant intends the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Because the Merger involves a subsidiary of Hooper, and not Hooper itself, the shareholders of Hooper will not be deemed to have exchanged or sold their shares in the transaction. In general and subject to the qualifications and limitations set forth in the section titled “The Merger—Material United States Federal Income Tax Consequences,” if the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, the material tax consequences to U.S. Holders (as defined in the section titled “The Merger—Material United States Federal Income Tax Consequences”) of Provant equity interests will be as follows:

a Provant equity holder will not recognize gain or loss upon the exchange of equity interests in Provant for Hooper common stock pursuant to the Merger;
a Provant equity holder’s aggregate tax basis for the shares of Hooper common stock received in the Merger will equal the equity holder’s aggregate tax basis in the Provant equity interests surrendered in the Merger; and
the holding period of the shares of Hooper common stock received by a Provant equity holder in the Merger will include the holding period of equity interests in Provant surrendered in exchange therefor.
Tax matters are very complicated, and the tax consequences of the Merger to a particular Provant equity holder will depend on such equity holder’s circumstances. Accordingly, you are strongly urged to consult your tax advisor for a full understanding of the tax consequences of the Merger to you, including the applicability and effect of federal, state, local and non-U.S. income and other tax laws. For more information, please see the section titled “The Merger—Material United States Federal Income Tax Consequences” beginning on page [*].
As a Hooper shareholder, how does the Hooper board of directors recommend that I vote?
After careful consideration, the Hooper board of directors recommends that Hooper shareholders vote:

“FOR” Proposal No. 1 to approve the issuance of the Merger Shares;
“FOR” Proposal No. 2 to approve the issuance of the Post-Merger Requirement Shares;
“FOR” Proposal No. 3 to approve the issuance of the Banker Shares;
“FOR” Proposal No. 4 to approve the issuance of the Century Warrant Shares;
“FOR” Proposal No. 5 to approve Third Amended and Restated Omnibus Incentive Plan;
“FOR” Proposal No. 6 to adjourn the special meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3, 4 and 5.

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What risks should I consider in deciding whether to vote in favor of the issuance of shares pursuant to the Merger?
You should carefully review the section of this proxy statement/prospectus titled “Risk Factors,” which sets forth certain risks and uncertainties related to the Merger, risks and uncertainties to which the combined organization’s business will be subject and risks and uncertainties to which each of Hooper and Provant, as an independent company, is subject.
When do you expect the Merger to be consummated?
We anticipate that the Merger will occur shortly after the Hooper special meeting to be held on [*], 2017, but we cannot predict the exact timing. If closing of the Merger occurs on or before May 8, 2017, and the market price of the shares issued related to the Merger (including the Merger Shares and the Requirement Shares) allows Hooper to satisfy the $6 million shareholder’s equity requirement to maintain the listing of Hooper’s common stock on the NYSE MKT, Hooper plans to continue the listing of its shares on the NYSE MKT and consummate the Merger as described in this proxy statement/prospectus. If closing of the Merger does not occur before May 8, 2017, or if the market price of the shares issued related to the Merger is too low for Hooper to satisfy the $6 million shareholder's equity requirement, Hooper’s common stock may be delisted from the NYSE MKT. If Hooper’s common stock is delisted from the NYSE MKT, Hooper intends to take steps to qualify its common stock to be quoted on an OTC market and would plan to proceed with the shareholder vote and the Merger on that basis. For more information, please see the section titled “The Merger Agreement—Conditions to the Completion of the Merger” in this proxy statement/prospectus.
What do I need to do now?
Hooper urges you to read this proxy statement/prospectus carefully, including its annexes, and to consider how the Merger affects you.
If you are a shareholder of Hooper, you may provide your proxy instructions in one of two different ways. First, you can mail your signed proxy card in the enclosed return envelope. You may also provide your proxy instructions via the Internet by following the instructions on your proxy card or voting instruction form. Please provide your proxy instructions only once, unless you are revoking a previously delivered proxy instruction, and as soon as possible so that your shares can be voted at the special meeting of Hooper shareholders.
What happens if I do not return a proxy card or otherwise provide proxy instructions, as applicable?
If you are a Hooper shareholder, the failure to return your proxy card or otherwise provide proxy instructions will reduce the aggregate number of votes required to approve Proposal Nos. 1, 2, 3, 4 and 5 your shares will not be counted for purposes of determining whether a quorum is present at the Hooper special meeting.
May I vote in person at the special meeting of shareholders of Hooper?
If your shares of Hooper common stock are registered directly in your name with the Hooper transfer agent, you are considered to be the shareholder of record with respect to those shares, and the proxy materials and proxy card are being sent directly to you by Hooper. If you are a Hooper shareholder of record, you may attend the special meeting of Hooper shareholders and vote your shares in person. Even if you plan to attend the Hooper special meeting in person, Hooper requests that you sign and return the enclosed proxy to ensure that your shares will be represented at the Hooper special meeting if you are unable to attend. If your shares of Hooper common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by your broker or other nominee together with a voting instruction card. As the beneficial owner, you are also invited to attend the special meeting of Hooper shareholders. Because a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Hooper special meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting.

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When and where is the special meeting of Hooper shareholders?
The special meeting of Hooper shareholders will be held at 10:00 a.m., Central Time, on [*], 2017, at the Hilton Garden Inn located at 12080 South Strang Line Road, Olathe, KS 66062. Subject to space availability, all Hooper shareholders as of the record date, or their duly appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at 9:00 a.m., Central Time.
If my Hooper shares are held in “street name” by my broker, will my broker vote my shares for me?
Unless your broker has discretionary authority to vote on certain matters, your broker will not be able to vote your shares of Hooper common stock without instructions from you. Brokers are not expected to have discretionary authority to vote for Proposal Nos. 1, 2, 3, 4 and 5. To make sure that your vote is counted, you should instruct your broker to vote your shares, following the procedures provided by your broker.
May I change my vote after I have submitted a proxy or provided proxy instructions?
Hooper shareholders of record may change their vote at any time before their proxy is voted at the Hooper special meeting in one of three ways. First, a shareholder of record of Hooper can send a written notice to the Secretary of Hooper stating that it would like to revoke its proxy. Second, a shareholder of record of Hooper can submit new proxy instructions either on a new proxy card or via the Internet. Third, a shareholder of record of Hooper can attend the Hooper special meeting and vote in person. Attendance alone will not revoke a proxy. If a Hooper shareholder of record or a shareholder who owns Hooper shares in “street name” has instructed a broker to vote its shares of Hooper common stock, the shareholder must follow directions received from its broker to change those instructions.
Who is paying for this proxy solicitation?
Hooper and Provant will share equally the cost of printing and filing of this proxy statement/prospectus and the proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of Hooper common stock for the forwarding of solicitation materials to the beneficial owners of Hooper common stock. Hooper will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials.
Who can help answer my questions?
If you are a Hooper shareholder and would like additional copies, without charge, of this proxy statement/prospectus or if you have questions about the Merger, including the procedures for voting your shares, you should contact:

Hooper Holmes, Inc.
560 N. Rogers Road
Olathe, KS 66062
Tel: (913) 764-1045
Attn: Legal Department



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PROSPECTUS SUMMARY
This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Merger and the proposals being considered at the Hooper special meeting you should read this entire proxy statement/prospectus carefully, including the Merger Agreement attached as Annex A, the opinion of Cantor Fitzgerald & Co (“Cantor”) attached as Annex B and the other annexes to which you are referred herein. For more information, please see the section titled “Where You Can Find More Information” in this proxy statement/prospectus.
The Companies
Hooper Holmes, Inc.
Hooper Holmes, Inc. (“Hooper”) is a New York corporation. The Hooper board of directors commenced a process of evaluating Hooper’s strategic alternatives to maximize shareholder value. Pursuant to that process, Hooper has entered into the Agreement and Plan of Merger, dated as of March 7, 2017, by and among Hooper, Piper Merger Corp., Provant, and Seller, LLC a copy of which is attached as Annex A to this proxy statement/prospectus (the “Merger Agreement”).
Hooper’s business focus has been on providing on-site screenings and health risk assessment services. In 2015, Hooper expanded to also provide corporate wellness and health improvement services.
The principal headquarters of Hooper is located at 560 N. Rogers Road, Olathe, Kansas 66062. The telephone number for Hooper is (913) 764-1045.
Provant Health Solutions, LLC
Provant Health Solutions, LLC (“Provant”) is a Rhode Island Limited liability company.
Provant’s business focus is providing employee biometric screenings, immunizations, and other wellness services such as health coaching, member platform, and incentive management to public and private institutions.
The principal headquarters of Provant is located at 42 Ladd Street #214, East Greenwich, Rhode Island 02818. The telephone number for Provant is (401) 885-1463.
Wellness Holdings, LLC
Wellness Holdings, LLC (“Seller”) is a Delaware limited liability company and holds all of the outstanding equity interests in Provant.
Piper Merger Corp.
Piper Merger Corp. (the “Merger Sub”) is a New York corporation and wholly-owned subsidiary of Hooper, which was formed solely for the purposes of carrying out the Merger.
The Merger (see page 30)
If the Merger is completed, Merger Sub will merge with and into Provant, with Provant surviving as a wholly-owned subsidiary of Hooper. At the effective time of the Merger, all of the outstanding equity interests in Provant will be converted solely into the right to receive Merger Shares. Hooper expects to issue 10,448,849 Merger Shares.
In order to satisfy the conditions of Hooper’s current term lender in connection with the Merger, SWK, Hooper is issuing the Requirement Shares. Provant equity holders have agreed to purchase up to, but no more than, half of the Requirement Shares on the same terms as the other investors in the Requirement Shares. Pursuant to this proxy statement/prospectus, Hooper is

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asking the Hooper shareholders to approve the issuance of any Requirement Shares not issued prior to closing of the Merger. If all of the Requirement Shares are sold on the terms described in the section titled “The Merger Agreement-Merger Consideration” in this proxy statement/prospectus, Hooper will issue 4,375,000 Requirement Shares and issue Requirement Share Warrants exercisable for 2,187,500 shares of Hooper’s common stock.
Provant equity holders intend to invest the Pre-Closing Capital in Seller prior to the Merger in the form of subordinated, convertible debt bearing interest at 8.25% that will be converted to equity in Seller immediately prior to closing of the Merger, except as described in the section titled “The Merger Agreement-Merger Consideration” in this proxy statement/prospectus.
Hooper and Provant are in discussions with their respective investment bankers to issue the Banker Shares as a portion of their fees. The Banker Shares will be issued immediately after, and conditioned on, closing of the Merger, so they will not be counted for purposes of determining the number of Merger Shares that are issued to the Provant equity holders.
As a result of these transactions, it is anticipated that the former Provant equity holders will hold approximately 48% of Hooper’s approximately 26.5 million outstanding shares of common stock at, or within 90 days following, closing of the Merger.
For a more complete description of the Merger please see the section titled “The Merger Agreement” in this proxy statement/prospectus.
The consummation of the Merger will occur no later than the first business day after the last of the conditions to the Merger has been satisfied or waived, or at another time as Hooper and Provant agree. Hooper and Provant anticipate that the consummation of the Merger will occur after the Hooper special meeting of shareholders. However, because the Merger is subject to a number of conditions, neither Hooper nor Provant can predict exactly when the closing will occur or if it will occur at all.
Reasons for the Merger (see page 33)
The Hooper board of directors and the equity holders of Provant reviewed a significant amount of information and considered a number of factors in reviewing the Merger, including, among others:

The two companies are highly complementary in terms of customer base, product and service offerings, providing scale and significant operational synergies;
The combined management teams create strength and sends a stabilizing message to customers;
The likelihood that the merger will be consummated on a timely basis;
The terms and conditions of the Merger Agreement, including, without limitation, the following:
the determination that an exchange ratio that is not subject to adjustment based on trading prices is appropriate to reflect the expected relative percentage ownership of Hooper securityholders and Provant equity holders;
the rights of Hooper under the Merger Agreement to consider certain unsolicited competing proposals under certain circumstances should Hooper receive a superior proposal; and
the conclusion that the potential termination fee of $500,000 and/or expense reimbursements of up to $750,000, payable by Provant to Hooper and the circumstances when such fee may be payable, were reasonable.
Each of the board of directors of Hooper and the equity holders of Provant also considered other reasons for the Merger, as described herein. For example, the board of directors of Hooper considered, among other things:

the strategic alternatives of Hooper to the Merger, including the discussions that Hooper management and the Hooper board of directors previously conducted with other potential Merger partners;

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the risks of continuing to operate Hooper on a stand-alone basis; and
the opportunity as a result of the Merger for Hooper shareholders to participate in the value of the assets and business of Provant.
In addition, Provant equity holders approved the Merger based on a number of factors, including the following:

the potential increased access to sources of capital than it could otherwise obtain if it continued to operate as a privately held company;
the potential to provide its current equity holders with greater liquidity by owning stock in a public company;
the board’s belief that no alternatives to the Merger were reasonably likely to create greater value for the Provant equity holders after reviewing the various strategic options to enhance equity holder value that were considered by the equity holders of Provant;
the cash resources of the combined organization expected to be available at the consummation of the Merger; and
the expectation that the Merger will be treated as a reorganization for U.S. federal income tax purposes, with the result that the Provant equity holders will not recognize taxable gain or loss for U.S. federal income tax purposes upon the exchange of Provant equity interests for Hooper common stock pursuant to the Merger.
Opinion of the Hooper Financial Advisor (see page 35)
Cantor has acted as Hooper’s financial advisor in connection with potential strategic alternatives for Hooper since 2012. As part of this engagement, Hooper’s board of directors requested that Cantor evaluate the fairness, from a financial point of view, to Hooper of the issuance of the Merger Shares to the Provant equity holders (or the members of the Provant equity holders, in the event of a Liquidation) pursuant to the Merger Agreement. On March 5, 2017, at a meeting of Hooper’s board of directors, Cantor rendered its oral opinion to Hooper’s board of directors (in its capacity as such), which opinion was subsequently confirmed by delivery of a written opinion dated March 7, 2017, that, as of such dates and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in the opinion, the issuance of the Merger Shares to the Provant equity holders (or the members of the Provant equity holders, in the event of a Liquidation) pursuant to the Merger Agreement was fair, from a financial point of view, to Hooper, as more fully described below under the caption “The Merger-Opinion of the Hooper Financial Advisor.”
The full text of the written opinion of Cantor, dated March 7, 2017, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations of the review undertaken in connection with such opinion, is attached as Annex B. Holders of Hooper common stock are urged to read this opinion carefully and in its entirety. Cantor’s opinion was provided for the sole benefit and use of Hooper’s board of directors (in its capacity as such) in connection with its consideration of the Merger and addresses only the fairness to Hooper, from a financial point of view, of the issuance of the Merger Shares to the Provant equity holders (or the members of the Provant equity holders, in the event of a Liquidation) pursuant to the Merger Agreement. It does not address any other aspects of the Merger, any related financing commitments or the Merger Related Equity Issuances and does not constitute a recommendation as to how holders of Hooper common stock should vote or act in connection with the Merger or the Merger Related Equity Issuances. The consideration payable to the Provant equity holders pursuant to the Merger Agreement was determined through negotiations between Hooper and Provant and not pursuant to any recommendation of Cantor. The summary of the opinion set forth in the section of this proxy statement/prospectus statement captioned “The Merger-Opinion of the Hooper Financial Advisor” is qualified in its entirety by reference to the full text of the opinion.
Overview of the Merger Agreement
Merger Consideration (see page 42)

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At the effective time of the Merger, Hooper expects to issue 10,448,849 Merger Shares to the Provant equity holders. As a result of the transactions described in the section titled “The Merger Agreement-Merger Consideration” in this proxy statement/prospectus, it is anticipated that the former Provant equity holders will hold approximately 48% of Hooper’s approximately 26.5 million outstanding shares of common stock at, or within 90 days following, closing of the Merger.
The Merger Agreement does not include a price-based termination right, and there will be no adjustment to the total number of shares of Hooper common stock that Provant equity holders will be entitled to receive for changes in the market price of Hooper common stock. Accordingly, the market value of the shares of Hooper common stock issued pursuant to the Merger will depend on the market value of the shares of Hooper common stock at the time the Merger closes, and could vary significantly from the market value on the date of this proxy statement/prospectus.
Conditions to the Completion of the Merger (see page 48)
To consummate the Merger, Hooper shareholders must approve the issuance of shares of the Merger Shares, the Post-Merger Requirement Shares, the Banker Shares and the Century Warrant Shares because Proposal Nos. 1, 2, 3 and 4 are conditioned upon each other. In addition to obtaining such shareholder approvals and appropriate regulatory approvals, each of the other closing conditions set forth in the Merger Agreement must be satisfied or waived.
No Solicitation (see page 49)
Each party to the Merger Agreement agreed that, subject to limited exceptions, that it will not, and will cause its Representatives (as defined in the Merger Agreement) not to, directly or indirectly:

solicit, initiate or knowingly encourage or facilitate (including by way of furnishing information) the submission of any inquiries, proposals or offers that constitute or could reasonably be expected to lead to, any “acquisition proposal” as defined in the Merger Agreement;
engage in any discussions or negotiations with respect to any “acquisition proposal” as defined in the Merger Agreement;
otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or provide access to such party’s books, records, properties or employees or furnish to any person any nonpublic or confidential information or data with respect to any “acquisition proposal” as defined in the Merger Agreement;
approve or recommend an “acquisition proposal” as defined in the Merger Agreement or any agreement, arrangement or understanding relating to an acquisition proposal (or resolve or authorize or propose to agree to do any of the foregoing);
enter into any merger agreement, letter of intent, confidentiality agreement, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement, understanding or arrangement relating to an “acquisition proposal” as defined in the Merger Agreement; or
enter into any agreement, understanding or arrangement, whether or not in writing or binding on any party, requiring such Party to abandon, terminate or fail to consummate the Merger or breach its obligations hereunder or resolve, authorize, propose or agree to do any of the foregoing.
Termination of the Merger Agreement (see page 54)
Either Hooper or Provant can terminate the Merger Agreement under certain circumstances, which would prevent the Merger from being consummated.
Termination Fee (see page 55)

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If the Merger Agreement is terminated under certain circumstances, Hooper or Provant will be required to pay the other party a termination fee equal to the greater of (i) $500,000 or (ii) the aggregate amount of fees and expenses incurred by the other party in connection with the Merger up to a maximum of $750,000.
Description of Changes in Provant Equity Immediately Prior to Merger
Certain members of Seller intend to invest $2.5 million (“Pre-Closing Capital”) in Seller, which will lend the Pre-Closing Capital to Provant prior to the Merger in the form of subordinated, convertible debt bearing interest at 8.25% that will be converted to equity in Seller immediately prior to closing of the Merger; provided, however, that to the extent that Hooper’s net debt, as described in the Merger Agreement, immediately prior to closing of the Merger is less than negative $6.9 million if the closing is prior to May 15, 2017 or less than negative $6.5 million if the closing is on or after May 15, 2017, the amount of the Pre-Closing Capital that converts to equity in Seller prior to closing of the Merger will be reduced on a dollar-for-dollar basis, with such non-converted debt becoming a non-convertible post-closing obligation of the surviving entity in the Merger, subordinated to the secured borrowings of Hooper and the surviving entity.
Management Following the Merger (see page 88)
Effective as of the consummation of the Merger, Hooper’s officers are expected to be:
Name
 
Position(s)
Henry E. Dubois
 
Chief Executive Officer and Director
Mark Clermont
 
President and Chief Operating Officer
Steven R. Balthazor
 
Chief Financial Officer and Treasurer
Heather Provino
 
Chief Strategy Officer
Interests of the Hooper Directors and Executive Officers in the Merger (see page 41)
You should be aware that certain directors and executive officers of Hooper have interests in the Merger that are different from, or in addition to, the interests of the shareholders of Hooper generally.
Interests of Hooper’s directors and executive officers in connection with the Merger relate to (i) the continuing service of each of Ronald V. Aprahamian, Larry Ferguson, Henry E. Dubois and Thomas Watford as directors of Hooper following the completion of the Merger, (ii) the fact that Henry E. Dubois and Steven R. Balthazor are currently executive officers of Hooper and will remain executive officers of Hooper following the completion of the Merger, (iii) the right to continued indemnification for directors and executive officers of Hooper following the completion of the Merger, and (iv) the anticipated grants of equity upon consummation of the Merger to Mr. Dubois and Mr. Balthazor, who are and will be executive officers of Hooper in connection with the consummation of the Merger; and (v) the anticipated purchase of approximately $100,000 worth of Post-Merger Requirement Shares by Ronald V. Aprahamian, the current chairman of the Hooper board of directors. Mr. Aprahamian has agreed to purchase, subject to Hooper shareholder approval of the Post-Merger Requirement Shares, at closing of the Merger, 125,000 shares of Hooper common stock, together with warrants to purchase up to an additional 62,500 shares Hooper common stock for a cash price of $100,000 (i.e., $0.80 per share and one-half warrant). Mr. Aprahamian’s warrants will be exercisable for a period of four years following closing of the Merger for an exercise price of $1.35 per share, but will not be exercisable for the first six months following closing of the Merger.
In addition, subject to shareholder approval of the Third Amended and Restated Omnibus Incentive Plan, Hooper’s Compensation Committee is considering issuing options to purchase up to 2.5 million shares of Hooper common stock as an equity incentive to certain members of management after closing of the Merger (the “Proposed Equity Incentive”). Mr. Dubois, Mr. Balthazor, Mr. Clermont and Ms. Provino would participate in the Proposed Equity Incentive as executive officers of Hooper. Pursuant to the Proposed Equity Incentive, Hooper would grant options to participants, 50% of which would be time based and would vest over four years, and 50% of which would be performance based and would vest based on Hooper’s

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ability to achieve a targeted level of post-closing synergies during the remainder of 2017. If Hooper were to achieve more than 110% of its synergy target, participants in the Proposed Equity Incentive would also be eligible to share in a cash bonus.
The Hooper board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and in recommending that Hooper shareholders approve the Merger Related Equity Issuances. For more information, please see the section titled “The Merger-Interests of the Hooper Directors and Executive Officers in the Merger” beginning on page 41.
Material United States Federal Income Tax Consequences (see page 43)
Each of Hooper and Provant intends the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Because the Merger involves a subsidiary of Hooper, and not Hooper itself, the shareholders of Hooper will not be deemed to have exchanged or sold their shares in the transaction. In general and subject to the qualifications and limitations set forth in the section titled “The Merger-Material United States Federal Income Tax Consequences,” if the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, the material tax consequences to U.S. Holders (as defined in the section titled “The Merger-Material United States Federal Income Tax Consequences”) of Provant equity interests will be as follows:

a Provant equity holder will not recognize gain or loss upon the exchange of Provant equity interests for Hooper common stock pursuant to the Merger;
a Provant equity holder’s aggregate tax basis for the shares of Hooper common stock received in the Merger will equal the equity holder’s aggregate tax basis in the equity interests of Provant surrendered in the Merger; and
the holding period of the shares of Hooper common stock received by a Provant equity holder in the Merger will include the holding period of the Provant equity interests surrendered in exchange therefor.
Tax matters are very complicated, and the tax consequences of the Merger to a particular Provant equity holder will depend on such shareholder’s circumstances. Accordingly, you are strongly urged to consult your tax advisor for a full understanding of the tax consequences of the Merger to you, including the applicability and effect of federal, state, local and non-U.S. income and other tax laws. For more information, please see the section titled “The Merger-Material United States Federal Income Tax Consequences” beginning on page 43.
Risk Factors (see page 12)
Both Hooper and Provant are subject to various risks associated with their businesses and their industries. In addition, the Merger, including the possibility that the Merger may not be completed, poses a number of risks to each company and its respective shareholders, including the following risks:

The number of shares to be issued by Hooper in connection with the Merger is not adjustable based on the market price of Hooper common stock so the Merger consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signed;
Failure to complete the Merger may result in Hooper and Provant paying a termination fee or expenses to the other and could harm the common stock price of Hooper and future business and operations of each company;
The Merger may be completed even though material adverse changes may result solely from the announcement of the Merger, changes in the industry in which Hooper and Provant operate that apply to all companies generally and other causes;
Some Hooper officers and directors have conflicts of interest that may influence them to support or approve the Merger without regard to your interests;
The market price of Hooper’s common stock may decline as a result of the Merger;

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Hooper shareholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger;
During the pendency of the Merger, Hooper and Provant may not be able to enter into a business combination with another party under certain circumstances because of restrictions in the Merger Agreement, which could adversely affect their respective businesses;
Certain provisions of the Merger Agreement may discourage third parties from submitting alternative acquisition proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement;
Because the lack of a public market for Provant equity interests makes it difficult to evaluate the fairness of the Merger, Hooper may pay more than the fair market value of Provant; and
If the conditions to the Merger are not met, the Merger will not occur.
These risks and other risks are discussed in greater detail under the section titled “Risk Factors” in this proxy statement/prospectus. Hooper and Provant both encourage you to read and consider all of these risks carefully.
Regulatory Approvals (see page 42)
In the United States, Hooper must comply with applicable federal and state securities laws and the rules and regulations of the NYSE MKT Stock Market in connection with the issuance of shares of Hooper common stock and the filing of this proxy statement/prospectus with the SEC. As of the date hereof, the registration statement of which this proxy statement/prospectus is a part has not become effective. For more information, please see the section titled “The Merger-Regulatory Approvals.”
NYSE MKT Additional Listing Application (see page 45)
Prior to consummation of the Merger, Hooper intends to file an additional listing application with the NYSE MKT pursuant to the rules of the NYSE MKT, for the listing of the shares of Hooper common stock to be issued in connection with the Merger.
Anticipated Accounting Treatment (see page 45)
The Merger will be accounted for using the acquisition method of accounting in accordance with ASC 805. GAAP requires that one of the two companies in the Merger be designated as the acquirer for accounting purposes based on the evidence available. Hooper will be treated as the acquiring entity for accounting purposes. In identifying Hooper as the acquiring entity, the companies took into account the ownership structure after the Merger, composition of the board of directors, and the designation of certain senior management positions, including its Chief Executive Officer and Chief Financial Officer. In addition, pursuant to a Voting and Standstill Agreement, the Provant equity holders have agreed for a period ending at the annual meeting of Hooper’s shareholders in June 2019, the Provant equity holders and its affiliates will not make any secondary market purchases of common stock that would raise its total number of Hooper shares above 50% of the total number of outstanding Hooper shares. As a result of the Voting and Standstill Agreement, the Provant equity holders will be contractually unable to exercise control over Hooper’s board of directors for two full annual election cycles following closing of the Merger.
Appraisal Rights and Dissenters’ Rights (see page 46)
Neither the holders of Hooper common stock nor the holders of Provant equity interests are entitled to appraisal rights in connection with the Merger.
Comparison of Shareholder Rights and Provant Equity Holder Rights (see page 112)
Hooper is incorporated under the laws of the State of New York, and Provant is organized under the laws of Rhode Island. If the Merger is completed, Provant equity holders will become shareholders of Hooper, and its rights will be governed by the Business Corporation Law of the State of New York (the “BCL”), the certificate of incorporation of Hooper, as amended, and the bylaws of Hooper, as amended. The rights of Hooper shareholders under the BCL and contained in the certificate of

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incorporation, as amended and the bylaws of Hooper, as amended, differ from the rights of a Provant equity holder under the Rhode Island Limited Liability Company Act, the articles of organization and the operating agreement of Provant, as more fully described under the section titled “Comparison of Rights of Holders of Hooper Stock and Provant Equity Interests” in this proxy statement/prospectus.

SUMMARY HISTORICAL FINANCIAL DATA OF HOOPER
(In thousands, except per share data)
The following table sets forth Hooper summary historical consolidated financial data as of the dates and for each of the periods indicated. The financial data for the years ended December 31, 2016 and 2015 and as of December 31, 2016 and 2015 is derived from Hooper’s audited financial statements, which are included elsewhere in this proxy statement/prospectus.
You should read the summary historical consolidated financial data below together with Hooper’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and with the consolidated financial statements and notes thereto for the years ended December 31, 2016 and 2015, which are included elsewhere in this proxy statement/prospectus.
Hooper Consolidated and Condensed Balance Sheet Data:

 
 
At December 31,
 
 
2016
2015
Cash and cash equivalents
 
$
1,866

$
2,035

Total assets
 
$
14,254

$
17,683

Total liabilities
 
$
17,118

$
17,466

Total stockholders' (deficit) equity
 
$
(2,864
)
$
217

Hooper Consolidated and Condensed Statements of Operations Data:
 
 
Year ended December 31,
 
 
2016
2015
Revenues
 
$
34,271

$
32,115

Operating expenses
 
41,507

40,654

Operating loss from continuing operations
 
(7,236
)
(8,539
)
Other income
 
(887
)

Interest expense
 
3,570

1,796

Loss before income taxes
 
(9,919
)
(10,335
)
Income tax expense
 
25

19

Loss from continuing operations
 
(9,944
)
(10,354
)
Discontinued operations
 
(380
)
(520
)
Net Loss
 
$
(10,324
)
$
(10,874
)

SUMMARY HISTORICAL FINANCIAL DATA OF PROVANT
(In thousands, except share and per share data)

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The following table sets forth Provant summary historical financial data as of the dates and for each of the periods indicated. The financial data for the years ended December 31, 2016 and 2015 and as of December 31, 2016 and 2015 is derived from Provant’s audited financial statements, which are included elsewhere in this proxy statement/prospectus.
You should read the summary historical financial data below together with Provant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and with the financial statements and notes thereto for the years ended December 31, 2016 and 2015, which are included elsewhere in this proxy statement/prospectus.
Provant Condensed Balance Sheet Data:

 
 
At December 31,
 
 
2016
2015
Cash and cash equivalents
 
$
1,537

$
1,816

Total assets
 
$
29,030

$
33,456

Total liabilities
 
$
20,797

$
15,146

Total member's capital
 
$
8,233

$
18,310

Provant Condensed Statements of Operations Data:
 
 
Year ended December 31,
 
 
2016
2015
Revenues
 
 $ 36,719
 $ 40,778
Operating expenses
 
                     46,918
                     47,374
Operating loss
 
                   (10,199)
                     (6,596)
Interest expense
 
                         741
                         439
Loss before income taxes
 
                   (10,940)
                     (7,035)
Income tax benefit
 
                        (437)
                     (2,737)
Net loss
 
 $ (10,503)
 $ (4,298)

SUMMARY UNAUDITED PRO FORMA CONSOLIDATED AND CONDENSED FINANCIAL DATA
The following summary unaudited pro forma consolidated financial data is intended to show how the Merger might have affected historical financial statements if the Merger had been completed on December 31, 2016, for the purposes of the balance sheet and shows the statement of operations for the year ended December 31, 2016, as if the merger had been completed on January 1, 2016, and was prepared based on the historical financial statements and results of operations reported by Hooper and Provant. The following should be read in conjunction with the section entitled “Unaudited Pro Forma Consolidated Financial Statements” beginning on page 107 and the audited historical financial statements of Hooper and Provant and the notes thereto beginning on pages F-1 and F-28, respectively, the sections entitled “Hooper’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 73 and “Provant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 84, and the other information contained in this proxy statement/prospectus.


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Unaudited Pro Forma Condensed and Consolidated Balance Sheet Data:
 
 
 
 
 
At December 31, 2016
Cash and cash equivalents
 
$
9,506

Total assets
 
$
44,313

Total liabilities
 
$
37,578

Total stockholder's equity
 
$
6,735

Unaudited Pro Forma Condensed and Consolidated Statement of Operations Data:
 
 
Year ended December 31, 2016
Revenues
 
$
70,990

Operating expenses
 
85,487

Operating loss from continuing operations
 
(14,497
)
Non-operating income, net
 
(887
)
Interest expense
 
2,774

Loss before income taxes
 
(16,384
)
Income tax expense
 
(412
)
Loss from continuing operations
 
$
(15,972
)
MARKET PRICE AND DIVIDEND INFORMATION
Hooper common stock is listed on the NYSE MKT under the symbol “HH.” The following table presents, for the periods indicated, the range of high and low per share sales prices for Hooper common stock as reported on the NYSE MKT for each of the periods set forth below. Provant is a private company and its equity interests are not publicly traded. These per share sales prices give effect to the 1-for-15 reverse stock split of Hooper’s common stock effective June 15, 2016.
Hooper Common Stock
 
 
2016
 
2015
Quarter
 
High
 
Low
 
High
 
Low
First
 
$2.70
 
$0.75
 
$9.45
 
$6.60
Second
 
$2.70
 
$1.05
 
$7.90
 
$2.85
Third
 
$2.42
 
$1.16
 
$4.20
 
$1.65
Fourth
 
$1.36
 
$0.73
 
$3.45
 
$0.90
The closing price of Hooper common stock on March 15, 2017, as reported on the NYSE MKT, was $0.75 per share.
Because the market price of Hooper common stock is subject to fluctuation, the market value of the shares of Hooper common stock that Provant equity holders will be entitled to receive in the Merger may increase or decrease.
Hooper common stock is listed on the NYSE MKT and trades under the trading symbol “HH.”
As of [*], 2017 the record date for the Hooper special meeting of shareholders, Hooper had approximately [*] holders of record of its common stock. As of [*], Provant had one holder of record of its equity interests. For detailed information regarding the beneficial ownership of certain shareholders of Hooper upon consummation of the Merger, see the section titled “Principal Shareholders of Combined Company” in this proxy statement/prospectus.
Dividends

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Hooper
No dividends were paid by Hooper in 2016 and 2015. Hooper is precluded from declaring or making any dividend payments or other distributions of assets with respect to any class of its equity securities under the terms of its 2016 Credit and Security Agreement as described in Note 9 to the Hooper financial statements.
Provant
Provant paid no dividends in 2016 and 2015.

RISK FACTORS
The combined organization will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement/prospectus, you should carefully consider the material risks described below before deciding how to vote your shares of stock. In addition, you should read and consider the risks associated with the business of Hooper because these risks may also affect the combined company—these risks can be found in Hooper’s Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. Please see the section titled “Where You Can Find More Information” in this proxy statement/prospectus.

Risks Related to the Merger
The number of shares to be issued by Hooper in connection with the Merger is not adjustable based on the market price of Hooper common stock so the Merger consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signed.
The Merger Agreement has set the number of shares to be issued by Hooper in connection with the Merger to be equal to the number of Hooper shares outstanding as of the closing, less the Requirement Shares and the Banker Shares, to the extent each are issued prior to the closing. Any changes in the market price of Hooper common stock before the completion of the Merger will not affect the number of shares Provant equity holders will be entitled to receive pursuant to the Merger Agreement. Therefore, if before the completion of the Merger the market price of Hooper common stock declines from the market price on the date of the Merger Agreement, then Provant equity holders could receive Merger consideration with substantially lower value. Similarly, if before the completion of the Merger the market price of Hooper common stock increases from the market price on the date of the Merger Agreement, then, Provant equity holders could receive Merger consideration with considerably more value for its Provant equity interests than the parties had negotiated for in the establishment of the Merger consideration. The Merger Agreement does not include a price-based termination right. Because the number of shares of Hooper common stock to be issued by Hooper in connection with the Merger does not adjust as a result of changes in the value of Hooper common stock, for each one percentage point that the market value of Hooper common stock rises or declines, there is a corresponding one percentage point rise or decline, respectively, in the value of the total Merger consideration issued to Provant equity holders.
Failure to complete the Merger may result in Hooper paying a termination fee or reimbursing expenses to Provant and could harm Hooper’s common stock price, future business and operations.
If the Merger is not completed, Hooper is subject to the following risks:

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if the Merger Agreement is terminated under certain circumstances, Hooper will be required to pay Provant a termination fee equal to the greater of $500,000 and the third-party expenses incurred by Provant, up to a maximum of $750,000;
the price of Hooper stock may decline and remain volatile; and
costs related to the Merger, such as legal and accounting fees which Hooper estimates will total approximately $0.8 million, some which must be paid even if the Merger is not completed.
In addition, if the Merger Agreement is terminated and the board of directors of Hooper determines to seek another business combination, there can be no assurance that Hooper will be able to find a partner willing to provide equivalent or more attractive consideration than the consideration to be provided to Hooper in the Merger on a timely basis, or at all.
The Merger may be completed even though material adverse effects may result from the announcement of the Merger, industry-wide changes and other causes.
In general, either Hooper or Provant can refuse to complete the Merger if there is a material adverse effect affecting the other party between March 7, 2017, the date of the Merger Agreement and the closing. However, certain types of changes do not permit either party to refuse to complete the Merger as described in the Merger Agreement.
If adverse changes occur and Hooper and Provant still complete the Merger, Hooper’s stock price may suffer. This in turn may reduce the value of the Merger to the shareholders of Hooper, Provant equity holders or both.
Some Hooper directors and executive officers have interests in the Merger that are different from yours and that may influence them to support or approve the Merger without regard to your interests.
Interests of Hooper’s directors and executive officers in connection with the Merger relate to (i) the continuing service of each of Ronald V. Aprahamian, Larry Ferguson, Henry E. Dubois and Thomas Watford as directors of Hooper following the completion of the Merger, (ii) the fact that Henry E. Dubois and Steven R. Balthazor are currently executive officers of Hooper and will remain executive officers of Hooper following the completion of the Merger, (iii) the right to continued indemnification for directors and executive officers of Hooper following the completion of the Merger, (iv) the anticipated grants of equity upon consummation of the Merger to Mr. Dubois and Mr. Balthazor, who are and will be executive officers of Hooper in connection with the consummation of the Merger; and (v) the anticipated purchase of approximately $100,000 worth of Post-Merger Requirement Shares by Ronald V. Aprahamian, the current chairman of the Hooper board of directors.
These interests, among others, may influence the Hooper directors and executive officers to support or approve the Merger. For more information concerning the interests of Hooper executive officers and directors, see the sections titled “The Merger—Interests of the Hooper Directors and Executive Officers in the Merger” in this proxy statement/prospectus.
The market price of Hooper common stock following the Merger may decline as a result of the Merger.
The market price of Hooper common stock may decline as a result of the Merger for a number of reasons including if:
investors react negatively to the prospects of the combined organization’s business and prospects from the Merger;
the effect of the Merger on the combined organization’s business and prospects is not consistent with the expectations of financial or industry analysts; or
the combined organization does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts.
Hooper shareholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger.
If the combined organization is unable to realize the full strategic and financial benefits currently anticipated from the Merger, Hooper shareholders will have experienced substantial dilution of their share ownership in Hooper without receiving any

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commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined organization is able to realize only part of the strategic and financial benefits currently anticipated from the Merger.
During the pendency of the Merger, Hooper and Provant may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect their respective businesses.
Covenants in the Merger Agreement impede the ability of Hooper and Provant to make acquisitions, subject to certain exceptions relating to fiduciaries duties, as set forth below, or complete other transactions that are not in the ordinary course of business pending completion of the Merger. As a result, if the Merger is not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Merger Agreement is in effect, each party is generally prohibited from, among other things, soliciting, initiating, knowingly encouraging or entering into certain extraordinary transactions, such as a Merger, sale of assets or other business combination outside the ordinary course of business, with any third party. Any such transactions could be favorable to such party’s shareholders or equity holders.
Certain provisions of the Merger Agreement may discourage third parties from submitting alternative acquisition proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.
The terms of the Merger Agreement prohibit each of Hooper and Provant from soliciting alternative acquisition proposals or cooperating with persons making unsolicited acquisition proposals, except in limited circumstances when, among other things, such party’s board of directors determines in good faith that an unsolicited alternative acquisition proposal is or is reasonably likely to result in a superior acquisition proposal and that failure to cooperate with the proponent of the proposal is reasonably likely to be a breach of the board’s fiduciary duties. In addition, if Hooper or Provant terminate the Merger Agreement under certain circumstances, including terminating because of a decision of a board of directors to recommend a superior acquisition proposal, Hooper or Provant would be required to pay to the other party a termination fee equal to the greater of $500,000 and the third-party expenses incurred by the other party up to a maximum of $750,000. This termination fee may discourage third parties from submitting alternative acquisition proposals to Hooper or Provant or their shareholders, and may cause the respective boards of directors to be less inclined to recommend an alternative acquisition proposal.
Because the lack of a public market for Provant shares makes it difficult to evaluate the fairness of the Merger, Hooper may pay more than the fair market value of the Provant equity interests.
The outstanding equity interests in Provant are held privately and are not traded in any public market. The lack of a public market makes it extremely difficult to determine the fair market value of Provant. Because the shares of Hooper common stock to be issued to Provant equity holders in connection with the Merger was determined based on negotiations between the parties, it is possible that the value of the Hooper common stock to be issued in connection with the Merger will be greater than the fair market value of Provant.
If the conditions to the Merger are not met, the Merger will not occur.
Specified conditions must be satisfied or waived to complete the Merger. These conditions are set forth in the Merger Agreement and described in the section titled “The Merger Agreement—Conditions to the Completion of the Merger” in this proxy statement/prospectus. Hooper cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Merger will not occur or will be delayed, and Hooper may lose some or all of the intended benefits of the Merger.
Risks Related to Hooper
Hooper’s recurring losses from operations, negative operating cash flows and need to obtain cash flow from operations or adequate funding to fund its comprehensive recovery plan raise substantial doubt as to its ability to continue as a going concern within one year after issuance date of the consolidated financial statements.

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In their report dated March 9, 2017, which is also included in this proxy statement/prospectus, Hooper’s independent registered public accounting firm stated that Hooper’s consolidated financial statements were prepared assuming it would continue as a going concern; however, Hooper’s recurring losses from operations, negative cash flows from operations, and other related liquidity concerns raise substantial doubt about its ability to continue as a going concern. Hooper’s accompanying consolidated financial statements have been prepared assuming that it will continue as a going concern (which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future). These financial statements do not include any adjustments that might result from the outcome of this uncertainty. See Note 2 to the Hooper consolidated financial statements and within the Liquidity and Capital Resources section in Hooper Management’s Discussion and Analysis of Financial Condition and Results of Operations in this proxy statement/prospectus for further discussion.
Reduction in cash flow from operations in 2017 may limit Hooper’s ability to make the desired level of investment in its businesses and may result in a continuation of Hooper’s liquidity issues.
Hooper is taking steps to address and correct the primary causes of recurring losses from operations, negative cash flows from operations, and liquidity concerns primarily through the acquisition of Accountable Health Solutions, Inc. (“AHS”), and raising additional equity. Hooper used approximately $4.4 million of cash in operations in 2016. If revenue growth does not continue as expected, its cost reduction measures are not successful, or if Hooper is unable to maintain its current receivable collection results, Hooper may be unable to make needed investments in its operations or to comply with its debt covenants and have sufficient eligible receivables to maintain borrowing capacity under Hooper’s Credit and Security Agreement, entered into as of April 29, 2016 and as amended on August 15, 2016, and November 15, 2016, (the “2016 Credit and Security Agreement”) with SCM Specialty Finance Opportunities Fund, L.P. (“SCM”).
Hooper’s liquidity may be adversely affected by the terms of its 2016 Credit and Security Agreement.
If Hooper needs to borrow in the future under its 2016 Credit and Security Agreement, the amount available for borrowing may be less than the $7 million under this facility at any given time due to the manner in which the maximum available amount is calculated. Hooper has an available borrowing base subject to reserves established at the lender’s discretion of 85% of Eligible Receivables up to $7 million under this facility. At December 31, 2016, Hooper had $3.6 million of outstanding borrowings under the 2016 Credit and Security Agreement, with unused borrowing capacity of $0.1 million. As of February 28, 2017, Hooper had $3.1 million of outstanding borrowings with unused borrowing capacity of $0.2 million.
The 2016 Credit and Security Agreement, as amended, contains customary representations and warranties and various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA (earnings before interest expense, income taxes, depreciation, and amortization), and consolidated unencumbered liquid assets requirements. Noncompliance with these covenants constitutes an event of default. As of December 31, 2016, Hooper met the required minimum covenants. Refer to Note 2 and Note 9 of Hooper’s consolidated financial statements for further discussion. There can be no assurance that cash flows from operations, combined with any additional borrowings available to Hooper, will be obtainable in an amount sufficient to enable Hooper to repay its indebtedness, or to fund other liquidity needs.
Hooper incurred additional indebtedness in connection with its acquisition of AHS, and such increased indebtedness could adversely affect Hooper’s business, cash flows and results of operations and did result in additional dilution to Hooper’s shareholders.
In order to fund the acquisition of AHS, Hooper entered into and consummated a Credit Agreement (the “Credit Agreement”) with SWK on April 17, 2015. The Credit Agreement provides Hooper with a $5.0 million term loan (the “Term Loan”). As a result, Hooper has indebtedness that is substantially greater than its indebtedness prior to the acquisition of AHS. This higher level of indebtedness may:
require Hooper to dedicate a greater percentage of its cash flow from operations to payments on its debt, thereby reducing the availability of cash flow to fund capital expenditures, pursue other investments, and use for general corporate purposes;

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increase Hooper’s vulnerability to adverse economic and industry conditions, including increases in interest rates on its borrowings that bear interest at variable rates or when such indebtedness is being refinanced;
limit Hooper’s ability to obtain additional financing; and
limit Hooper’s flexibility in planning for, or reacting to, changes in or challenges related to its business and industry, creating competitive disadvantages compared to other competitors with lower debt levels and borrowing costs.
Hooper cannot assure you that cash flows from operations, combined with any additional borrowings available to it, will be obtainable in an amount sufficient to enable Hooper to repay its indebtedness, or to fund Hooper’s other liquidity needs. The Credit Agreement, as amended, contains customary representations and warranties and various affirmative and negative covenants, including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. Noncompliance with these covenants constitutes an event of default. As of December 31, 2016, Hooper met the required minimum covenants. Refer to Note 2 and Note 9 of Hooper’s consolidated financial statements for further discussion. There can be no assurance that cash flows from operations, combined with any additional borrowings available to Hooper, will be obtainable in an amount sufficient to enable Hooper to repay its indebtedness, or to fund other liquidity needs.
Weakness in the economy in general, or the financial health or performance of the healthcare industry and healthcare sponsors in particular, could have a material adverse effect on Hooper’s financial condition, results of operations or cash flows.
Hooper derives its revenues from customers in the healthcare industry, including healthcare sponsors. If the condition of the U.S. economy weakens in certain areas, such as an increase in unemployment rates, demand for biometric screenings may decline in the future, resulting in less business for Hooper. If some of Hooper’s healthcare customers fail or curtail operations in the healthcare industry, such failures or curtailments of operations would result in less business for Hooper. Either event would negatively affect Hooper’s financial condition, results of operations and cash flows. Actions taken by Congress to repeal, replace, or amend the Affordable Care Act could have a detrimental impact on the healthcare industry and Hooper’s healthcare customers that could lead to or worsen the effects of the events described in this paragraph.
Hooper’s business results would be adversely affected if it were alleged or found to have violated certain regulatory requirements.
Hooper’s business is subject to varying degrees of state and federal regulation. For example, Hooper’s operations are subject to regulations regarding licensing (supervision of phlebotomists, the conduct of certain specimen draws, and requirements for conducting health screening fairs). Hooper is subject to federal and state laws, including testing and collection regulations and HIPAA rules, regarding security and privacy of personal health information and other personal information. Although Hooper devotes substantial effort to comply with these regulatory requirements, there is a continuing risk that regulators may find compliance violations, which could subject Hooper to significant liability and/or damage its relationship with its customers.
Hooper’s business results may be adversely affected if it is unable to attract, retain and deploy health professionals and other medical personnel.
Hooper believes a key to growth in its Health and Wellness operations is maintaining and managing a large, national network of highly trained medical personnel who can meet its customers’ needs in markets nationwide. Although many of its health professionals also work for competitors, Hooper’s goal is to offer them equal or greater opportunities so that they will be available to provide services to Hooper’s customers. If Hooper is unable to recruit and retain an appropriate base of health professionals, it may limit its ability to maintain and/or grow its screening operations.
Future claims arising from the sale of Hooper’s business units (discontinued operations) could negatively impact its financial condition, results of operations or cash flows.

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If claims for which Hooper may be liable arise related to its previous discontinued operations in the future, this may result in additional cost to Hooper which could negatively impact its financial condition, results of operations or cash flows.
Hooper derives a significant percentage of its revenue from a limited number of customers and a loss of some or all of the business of one or more customers could have a material adverse effect on its financial condition, results of operations or cash flows.
Much of Hooper’s business is derived through its relationships with its channel partners. Hooper’s two largest channel partners, combined, account for just over 30% of its consolidated revenue and accounts receivable balances. While Hooper has agreements with each of its channel partners, the vast majority of the agreements do not provide for any specified minimum level of purchases of services from Hooper. If one or more of Hooper’s channel partners was to significantly reduce its purchases of biometric screening and other sample collection services from Hooper, it could significantly reduce Hooper’s revenue and adversely affect its results of operations and cash flows. If this were to occur, Hooper would face significant challenges in replacing the lost revenues.
A number of circumstances could prompt the loss of one or more of Hooper’s key customers or a substantial portion of its or their business. For example, if one of Hooper’s customers were to be acquired by or merged into another company for whom Hooper does not provide services, Hooper could lose the acquired company’s business. Hooper could lose one or more significant customers if they perceive one or more of Hooper’s competitors to be superior in price or quality and choose not to renew Hooper’s contract.
Competition could negatively impact Hooper’s business.
The health and wellness industry is competitive, which could result in loss of Hooper’s market share due to pressure to reduce prices or increase services without charging additional fees. For screenings, Hooper competes primarily with private companies who provide screenings in certain geographic areas in the United States with few having the ability to service customers nationally like Hooper does. For health and wellness, Hooper competes primarily with established wellness and care management providers, startup companies, and health plans that offer their own proprietary solutions. Hooper is one of the only health and wellness providers that offers a fully integrated, end-to-end screening and wellness solution to its customers, which Hooper believes gives it an advantage over its competitors who also serve companies with 500 to 5,000 employees, Hooper’s primary target market. If one of the national health and wellness companies that currently focuses on larger employers were to develop a service offering in Hooper’s target market at a lower price point than Hooper offers, Hooper could lose market share or be forced to cut its prices and lose margin in order to retain customers.
Hooper is dependent on Clinical Reference Laboratory, Inc. as its exclusive laboratory services provider. If CRL fails to perform adequately under the Limited Laboratory and Administrative Services Agreement or Hooper faces difficulties in managing its relationship with CRL, Hooper’s results of operations could be adversely affected.
Under the terms of the Limited Laboratory and Administrative Services Agreement (“LLASA”) between Hooper and CRL, which became effective August 31, 2014, CRL is Hooper’s exclusive provider, with certain limited exceptions, of laboratory testing and reporting services in support of Hooper’s screening services. The LLASA has a term of 5 years and will automatically renew for an additional 5 year period unless sooner terminated. Hooper’s dependence on CRL makes Hooper’s operations vulnerable to CRL’s failure to perform adequately under Hooper’s contract with them. In addition, the services that CRL renders to Hooper are services that Hooper is required to provide under contracts with Hooper’s clients, and Hooper is responsible for such performance and could be held accountable by the client for any failure to perform. The LLASA has service level requirements of CRL and Hooper performs ongoing oversight activities to identify any performance or other issues related to its relationship with CRL. If CRL were to fail to provide the services that Hooper requires or expects, or fails to meet its contractual requirements, such as service levels or compliance with applicable laws, the failure could negatively impact Hooper’s business by adversely affecting Hooper’s ability to serve its customers and/or subject Hooper to regulatory or litigation risk. Such a failure could adversely affect Hooper’s results of operations.

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If Hooper cannot successfully implement, maintain and upgrade its information technology platforms so that it can meet customer requirements, the competitiveness of Hooper’s businesses will suffer.
The speed and accuracy with which Hooper makes information available to its customers is critical. As a result, Hooper is dependent on its information technology platforms and its ability to store, retrieve, process, manage and enable timely and secure customer access to the health-related and other data Hooper gathers on behalf of its customers. Disruption of the operation of Hooper’s IT systems for any extended period of time, loss of stored data, programming errors or other system failures could cause customers to turn elsewhere to address their service needs. In addition, Hooper must continue to enhance its IT systems, with potentially substantial cost, as the need for service, product and technology requirements advances. In addition, computer malware, viruses, hacking and phishing attacks, and spamming could harm Hooper’s business and results of operations.
Allegations of negligent or improper actions by Hooper’s health professionals or other personnel could result in claims against Hooper and/or Hooper’s incurring expenses to indemnify its clients.
Allegations of negligent or improper actions by Hooper’s health or other medical professionals could result in claims against Hooper, require Hooper to indemnify its clients for any harm they may suffer, or damage Hooper’s reputation and relationships with important clients. Hooper’s clients rely on the accuracy of the medical data Hooper gathers on their behalf in aggregated form to manage their wellness program. Hooper maintains professional liability insurance and such other coverage as Hooper believes appropriate, but such insurance may prove insufficient. Regardless of insurance, any such claims could damage Hooper’s reputation and relationships with important clients.
Hooper’s operations could be adversely affected by the effects of a natural disaster or an act of terrorism.
Hooper’s operations would be adversely affected in the event of a natural disaster, such as a tornado or hurricane, or an act of terrorism. A natural disaster or act of terrorism could disrupt Hooper’s ability to provide testing services, which could have a material adverse effect on its operations.
Hooper identified a material weakness in its internal control over financial reporting, and Hooper’s business and stock price may be adversely affected if it does not adequately address that weakness or if Hooper has other material weaknesses or significant deficiencies in its internal controls over financial reporting.
Hooper has identified certain deficiencies in its internal control over financial reporting related to the accounting for non-routine transactions that it deemed to be a material weakness. A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Hooper determined that the complexities of the accounting for these non-routine transactions adversely affected management’s review of the accounting for non-routine, complex technical accounting matters to ensure proper application of generally accepted accounting principles in a timely manner.
While the material weakness continues to exist, Hooper has taken steps to address this weakness in internal control. Hooper plans to enhance its controls related to non-routine transactions by supplementing with additional resources as necessary, enhancing the design and documentation of management review controls, and improving the documentation of internal control procedures. Despite these measures and planned improvements, Hooper’s remediation efforts could be insufficient to address the material weakness in the future. If Hooper cannot in the future favorably assess, or, if required, its independent registered public accounting firm is unable to provide an unqualified attestation report on, the effectiveness of Hooper’s internal control over financial reporting, investor confidence in the reliability of Hooper’s financial reports may be adversely affected, which could have a material adverse effect on Hooper’s stock price.
Hooper must increase its shareholders’ equity by May 8, 2017, to avoid a delisting action by the NYSE MKT.

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The NYSE MKT notified Hooper on April 1, 2016, that Hooper has fallen out of compliance with Section 1003(a)(iii) of the NYSE MKT Company Guide because it reported shareholders’ equity of less than $6.0 million in its Form 10-K for the year ended December 31, 2015, and it has had net losses in its five most recent fiscal years. As a result, Hooper was required to submit a plan to regain compliance prior to May 8, 2017. The NYSE MKT accepted the plan. If Hooper fails to fulfill it in the allotted time, its shares may be delisted from the Exchange, which may result in a further decrease in the liquidity of Hooper common stock. Equity issued in connection with the Merger would contribute to the satisfaction of this requirement, but may not be sufficient.
Raising additional funds by issuing securities may cause dilution to existing shareholders or restrict Hooper operations.
Additional financing may not be available to Hooper when it needs it or may not be available on favorable terms. To the extent that Hooper raises additional capital by issuing equity securities, its existing shareholders’ ownership will be diluted and the terms of any new equity securities may have preferences over its common stock. Any debt financing it enters into may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of Hooper assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments.
Only a limited market exists for Hooper’s common stock which could lead to price volatility.
The limited trading market for Hooper’s common stock may cause fluctuations in the market value of Hooper’s common stock to be exaggerated, leading to price volatility in excess of that which would occur in a more active trading market of Hooper’s common stock. For example, for the period of March 1, 2017 through March 15, 2017, Hooper’s stock traded as high as $0.86 per share and as low as $0.69 per share. Hooper’s stock price may increase or decrease in response to a number of events and factors, including:
the announcement or completion of the Merger;
future announcements concerning us, key customers or competitors;
quarterly variations in operating results and liquidity;
changes in financial estimates and recommendations by securities analysts;
developments with respect to technology or litigation;
changes in applicable laws and regulations;
the operating and stock price performance of other companies that investors may deem comparable to Hooper;
acquisitions and financings;
sales and purchases of Hooper stock by insiders; and
inability to meet debt covenants and potential default.
Concentrated ownership of Hooper’s common stock creates a risk of sudden change in its share price.
Investors who purchase Hooper’s common stock may be subject to certain risks due to the concentrated ownership of its common stock. The sale by any of Hooper’s large shareholders of a significant portion of that shareholder’s holdings could have a material adverse effect on the market price of Hooper’s common stock. As of the March 13, 2017, four shareholders beneficially owned approximately 28% of Hooper’s common stock. Upon closing of the Merger, the ownership of Hooper’s common stock will be further concentrated, which may increase these risks.
There may be future sales or other dilution of Hooper’s equity, which may adversely affect the market price of its common shares.

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Hooper is not restricted from issuing additional common shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common shares, as well as any common shares that may be issued pursuant to its shareholder rights plan. The market price of Hooper’s common shares could decline as a result of sales of its common shares made after this offering or the perception that such sales could occur.
Hooper’s ability to use net operating loss carry forwards to offset future taxable income or future tax may be limited due to the changes in ownership (within the meaning of IRC Section 382) that have occurred in the past and will occur upon the consummation of the Merger.
In general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or IRC, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs, and certain other tax assets to offset future taxable income, and an ownership change is generally defined as a cumulative change of 50% or more in the ownership positions of certain shareholders during a rolling three year period. The ownership change occurring as a result of the Merger with Provant is likely to eliminate or restrict Hooper’s ability to use its NOL carry forwards.
Anti-takeover provisions under New York law could make an acquisition of Hooper more difficult and may prevent attempts by shareholders to replace or remove management.
Because Hooper is incorporated in New York, Hooper is governed by the provisions of Section 912 of the Business Corporation Law of the State of New York (the “BCL”), which prohibits shareholders owning in excess of 20% of its outstanding voting stock from merging or combining with Hooper unless certain conditions are met. Although Hooper believes these provisions will provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with its board of directors, the provisions would apply even if the offer may be considered beneficial by some shareholders. In addition, the provisions may frustrate or prevent any attempts by shareholders to replace or remove the then-current management by making it more difficult for shareholders to replace members of the board of directors, which is responsible for appointing the members of management.
While Hooper does not expect that these provisions will delay or prevent the completion of the Merger, they may hinder or prevent Hooper from considering competing offers for a business combination, which may harm the value of your investment.
Risks Related to Provant
Provant’s recurring losses from operations, negative operating cash flows and need to obtain cash flow from operations or adequate funding raise doubt as to its ability to continue as a going concern.
In their report dated March 16, 2017, which is also included in this proxy statement/prospectus, Provant’s independent audit firm stated that Provant’s financial statements were prepared assuming it would continue as a going concern; however, Provant’s recurring losses from operations, cash flows from operations, and liquidity raise substantial doubt about its ability to continue as a going concern. A “going concern” opinion could impair Provant’s ability to finance its operations through the sale of equity, incurring debt, or other financing alternatives. Provant’s ability to continue as a going concern will depend upon the availability and terms of future funding, continued growth in product orders, improved operating margins and Provant’s ability to profitably meet its service commitments with existing customers. Provant’s accompanying financial statements have been prepared assuming that it will continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Reduction in cash flow from operations may limit Provant’s ability to make the desired level of investment in its businesses and may lead to liquidity issues.
If there is no revenue growth in Provant’s wellness services and products, and its cost reduction measures are not successful, Provant may be unable to make needed investments in its businesses or to comply with its liability obligations.

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Weakness in the economy in general, or the financial health or performance of the healthcare industry and healthcare sponsors in particular, could have a material adverse effect on Provant’s financial condition, results of operations or cash flows.
Provant derives its revenues from employers across many industries. If the condition of the U.S. economy weakens, demand for biometric screenings and well-being initiatives may decline in the future, resulting in less business for Provant. If some of Provant’s customers fail or curtail operations, such failures or curtailments of operations would result in less business for Provant. Either event would negatively affect Provant’s financial condition, results of operations and cash flows.
Provant’s business results would be adversely affected if it were alleged or found to have violated certain regulatory requirements.
Provant’s business is subject to or impacted by extensive and frequently changing laws and regulations in the United States (including at both the federal and state levels) and the other jurisdictions in which it engages in business. While Provant seeks to conduct its business in compliance with all applicable laws, many of the laws and regulations applicable to Provant are vague or indefinite and have not been interpreted by the courts, including many of those relating to:
Certification or licensure of clinical laboratories and point-of-care testing;
Laws and regulations related to privacy;
Operational, personnel and quality requirements intended to ensure that clinical testing services are accurate, reliable and timely;
Safety and health of health providers; and
Handling, transportation and disposal of medical specimens, infectious and hazardous waste.
These laws and regulations may be interpreted or applied by a prosecutorial, regulatory or judicial authority in a manner that could require Provant to make changes in its operations, including its pricing and/or billing practices. Provant may not be able to maintain, renew or secure required permits, licenses or any other regulatory approvals needed to operate its business or commercialize its services. If Provant fails to comply with applicable laws and regulations, or if Provant fails to maintain, renew or obtain necessary permits, licenses and approvals, Provant could suffer civil and criminal penalties, fines, exclusion from participation in governmental healthcare programs and the loss of various licenses, certificates and authorizations necessary to operate its business, as well as incur additional liabilities from third-party claims. If any of the foregoing were to occur, Provant’s reputation could be damaged and important business relationships with third parties could be adversely affected.
Provant’s business results may be adversely affected if it is unable to attract, retain and deploy health professionals and other medical personnel.
Provant believes a key to growth in its health and wellness operations is maintaining and managing a large, national network of highly trained medical personnel who can meet its customers’ needs in markets nationwide. If Provant is unable to recruit and retain an appropriate base of health professionals, it may limit its ability to maintain and/or grow its screening and coaching business.
Provant derives a significant percentage of its revenue from a limited number of customers and a loss of some or all of the business of one or more customers could have a material adverse effect on its financial condition, results of operations or cash flows.
Much of Provant’s Health and Wellness business is derived through its relationships with corporate employer clients. Provant’s three largest customers, combined, accounted for 50% of its revenue in 2016. If one or more of Provant’s clients was to significantly reduce its purchases of biometric screening and other wellness services from Provant, it could significantly reduce Provant’s revenue and adversely affect its results of operations and cash flows. If this were to occur, Provant would face significant challenges in replacing the lost revenues.

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A number of circumstances could prompt the loss of one or more of Provant’s key customers or a substantial portion of its or their business. For example, mergers and acquisitions involving Provant’s customers could lead to cancellation or non-renewal of Provant’s contracts with those customers. Provant could lose one or more significant customers if they perceive one or more of Provant’s competitors to be superior in price or quality and choose not to renew Provant’s contract.
Competition could negatively impact Provant’s business.
The health and wellness industry is competitive. Provant competes primarily with private companies who provide screenings in certain geographic areas within the United States, and with established wellness and care management providers, startup companies, and health plans that offer their own proprietary well-being solutions.
If Provant cannot successfully implement, maintain and upgrade its information technology platforms so that it can meet customer requirements, the competitiveness of Provant’s businesses will suffer.
The speed and accuracy with which Provant makes information available to its customers is critical. As a result, Provant is dependent on its information technology platforms and its ability to securely store, retrieve, process, manage and enable timely customer access to health-related and other well-being-related data. Disruption of the operation of Provant’s technical systems for any extended period of time, loss of stored data, programming errors or other system failures could cause customers to turn elsewhere to address their service needs. In addition, Provant must continue to enhance its systems, with potentially substantial cost, as the need for service, product and technology requirements advances.
Attacks on Provant’s information technology systems, or failure in these systems, could disrupt its operations and cause the loss of confidential information, customers and business opportunities or otherwise adversely impact its business.
Information technology or IT systems are used extensively in virtually all aspects of Provant’s business, including clinical testing, test reporting, billing, customer service, logistics and management of data. Provant’s success depends, in part, on the continued and uninterrupted performance of its IT systems. IT systems may be vulnerable to damage, disruptions and shutdown from a variety of sources, including telecommunications or network failures, human acts and natural disasters. Unauthorized persons may seek to obtain intellectual property and other confidential information that Provant houses on its IT systems. Moreover, despite the security measures Provant has implemented, its IT systems may be subject to physical or electronic intrusions, computer viruses, unauthorized tampering and similar disruptive problems.
Provant has taken precautionary measures to prevent or minimize vulnerabilities in its IT systems, including the loss or theft of intellectual property and other confidential information that Provant houses on its systems. In addition, Provant continues to strengthen precautionary measures to reduce the risk of, and to detect and respond to, future cyber threats. However, cyber threats are constantly evolving, thereby increasing the difficulty of detecting and successfully defending against them. Breaches of Provant’s network or data security could disrupt the security of its internal systems and business applications, impair Provant’s ability to provide services to its customers, compromise intellectual property or confidential information or otherwise adversely impact the business. There can be no assurances that Provant’s precautionary measures will prevent or successfully defend against cyber threats that could have a significant impact on the business.

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Allegations of negligent or improper actions by Provant’s health professionals or other personnel could result in claims against Provant and/or Provant’s incurring expenses to indemnify its clients.
Allegations of negligent or improper actions by Provant’s health or other medical professionals could result in claims against Provant, require Provant to indemnify its clients for any harm they may suffer, or damage Provant’s reputation and relationships with important clients. Provant’s clients rely on the accuracy of the medical data Provant gathers on their behalf in aggregated form to manage their wellness program. Provant maintains professional liability insurance and such other coverage as Provant believes appropriate, but such insurance may prove insufficient. Regardless of insurance, any such claims could damage Provant’s reputation and relationships with important clients.
Provant’s operations may be adversely impacted by the effects of natural disasters such as hurricanes and earthquakes, health pandemics, hostilities or acts of terrorism and other criminal activities.
Provant’s operations may be adversely impacted by the effects of natural disasters such as hurricanes and earthquakes, health pandemics, hostilities or acts of terrorism or other criminal activities. Such events may result in a temporary decline in the number of patients who seek clinical testing services or in its employees’ ability to perform their job duties. In addition, such events may temporarily interrupt Provant’s ability to transport specimens, to receive materials from its suppliers or otherwise to provide its services.
Provant’s ability to use net operating loss carry forwards to offset future taxable income or future tax may be limited due to the changes in ownership (within the meaning of IRC Section 382) that have occurred in the past and will occur upon the consummation of the Merger.
In general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or IRC, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs, and certain other tax assets to offset future taxable income, and an ownership change is generally defined as a cumulative change of 50% or more in the ownership positions of certain shareholders during a rolling three-year period. The ownership change occurring as a result of the Merger with Hooper could eliminate or restrict Provant’s ability to use its NOL carry forwards.
Risks Related to the Combined Organization
In determining whether you should approve the issuance of shares of Hooper common stock pursuant to the Merger and the issuance of additional shares as described in this proxy statement/prospectus, you should carefully read the following risk factors in addition to the risks described under “Risk Factors—Risks Related to the Merger,” “Risk Factors—Risks Related to Hooper” and “Risk Factors—Risks Related to Provant,” which will also apply to the combined organization.
Hooper’s stock price is expected to be volatile, and the market price of its common stock may drop following the Merger.
The market price of Hooper’s common stock following the Merger could be subject to significant fluctuations following the Merger. Market prices for securities of health and wellness companies have historically been particularly volatile. Some of the factors that may cause the market price of Hooper’s common stock to fluctuate include:
a slowdown in the health and wellness industry or the general economy;
inability to obtain adequate supply of the components for any of Hooper’s products or services, or inability to do so at acceptable prices;
performance of third parties on whom the combined company may rely, including for the manufacture or supply of the components for its products or services, including their ability to comply with regulatory requirements;
unanticipated or serious safety concerns related to the use of any of the combined company’s products or services;
the entry into, or termination of, key agreements, including key customer or commercial partner agreements;

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the initiation of, material developments in or conclusion of litigation to enforce or defend any of the combined organization’s intellectual property rights or defend against the intellectual property rights of others;
announcements by the combined company, commercial partners or competitors of new products or product enhancements, clinical progress or the lack thereof, significant contracts, commercial relationships or capital commitments;
competition from existing technologies and products or new technologies and products that may emerge;
the loss of key employees;
changes in estimates or recommendations by securities analysts, if any, who cover Hooper’s common stock;
general and industry-specific economic conditions that may affect the combined organization’s expenditures;
the low trading volume and the high proportion of shares held by affiliates including approximately 48% of Hooper’s outstanding capital stock being owned by the former Provant equity holders;
changes in the structure of health and wellness payment systems; and
period-to-period fluctuations in the combined organization’s financial results.
Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of Hooper’s common stock.
In the past, following periods of volatility in the market price of a company’s securities, shareholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm the combined organization’s profitability and reputation.
The combined organization will incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies.
The combined organization will incur significant legal, accounting and other expenses that Provant did not incur as a private company, including costs associated with public company reporting requirements. The combined organization will also incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act, as well as new rules implemented by the SEC and the NYSE MKT. Executive officers and other personnel of the combined company will need to devote substantial time to these rules and regulations. These rules and regulations are expected to increase the combined organization’s legal and financial compliance costs and to make some other activities more time-consuming and costly. These rules and regulations may also make it difficult and expensive for the combined organization to obtain directors’ and officers’ liability insurance. As a result, it may be more difficult for the combined organization to attract and retain qualified individuals to serve on the combined organization’s board of directors or as executive officers of the combined organization, which may adversely affect investor confidence in the combined organization and could cause the combined organization’s business or stock price to suffer.
Anti-takeover provisions under New York law could make an acquisition of the combined organization more difficult and may prevent attempts by the combined organization shareholders to replace or remove the combined organization management.
Because Hooper, the parent company of the combined organization, will be incorporated in New York, it will be governed by the provisions of Section 912 of the BCL, which prohibits shareholders owning in excess of 20% of the outstanding Hooper voting stock from merging or combining with Hooper. Although Hooper and Provant believe these provisions collectively will provide for an opportunity to receive higher bids by requiring potential acquirors to negotiate with Hooper’s board of directors, they would apply even if the offer may be considered beneficial by some shareholders. In addition, these provisions may frustrate or prevent any attempts by Hooper’s shareholders to replace or remove then current management by making it more difficult for shareholders to replace members of the board of directors, which is responsible for appointing the members of management.

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Hooper does not anticipate that it will pay any cash dividends in the foreseeable future.
The current expectation is that Hooper will retain its future earnings to fund the development and growth of the combined organization’s business. As a result, capital appreciation, if any, of the Hooper common stock will be your sole source of gain, if any, for the foreseeable future. In addition, Hooper’s ability to pay dividends is limited by covenants in Hooper’s credit agreement.
Future sales of shares by existing shareholders could cause Hooper’s stock price to decline.
If existing shareholders of Hooper and Provant sell, or indicate an intention to sell, substantial amounts of the Hooper’s common stock in the public market after the post-Merger legal restrictions on resale discussed in this proxy statement/prospectus lapse, the trading price of Hooper’s common stock could decline. Based on shares outstanding as of March 13, 2017, and shares expected to be issued upon completion of the Merger, Hooper is expected to have outstanding a total of approximately 26.5 million shares of common stock immediately following the completion of the Merger. Approximately 8.7 million of such shares of common stock will be freely tradable, without restriction, in the public market. Approximately 11.5 million of such shares will be held by directors, executive officers of Hooper and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act. Approximately 6.3 million shares, which includes the Banker Shares and the Requirement shares issued prior to closing, are subject to the six month Rule 144 restricted period or other contractual restrictions. If the additional shares issued in connection with the Merger are sold, or if it is perceived that they will be sold, in the public market, the trading price of Hooper’s common stock could decline.
The ownership of the Hooper’s common stock after the Merger will be initially highly concentrated, and may prevent you and other shareholders from influencing significant corporate decisions and may result in conflicts of interest that could cause Hooper’s stock price to decline.
Executive officers, directors of Hooper and their affiliates are expected to beneficially own or control approximately 43% of the outstanding shares of Hooper common stock following the completion of the Merger, including approximately 48% of Hooper’s outstanding common stock being owned by the former Provant equity holders. Accordingly, these executive officers, directors and their affiliates, acting as a group, will have substantial influence over the outcome of corporate actions requiring shareholder approval, including the election of directors, any Merger, consolidation or sale of all or substantially all of the Hooper assets or any other significant corporate transactions. These shareholders may also delay or prevent a change of control of Hooper, even if such a change of control would benefit the other shareholders of Hooper. The significant concentration of stock ownership may adversely affect the trading price of Hooper’s common stock due to investors’ perception that conflicts of interest may exist or arise.
Because the Merger will result in an ownership change under Section 382 of the Code for Hooper, Hooper’s pre-Merger net operating loss carryforwards and certain other tax attributes will be subject to limitations. The net operating loss carryforwards and certain other tax attributes of Provant and of the combined organization may also be subject to limitations as a result of ownership changes.
If a corporation undergoes an “ownership change” within the meaning of Section 382 of the Code (“Section 382”), the corporation’s net operating loss carryforwards and certain other tax attributes arising from before the ownership change are subject to limitations on use after the ownership change. In general, an ownership change occurs if there is a cumulative change in the corporation’s equity ownership by certain shareholders that exceeds fifty percentage points by value over a rolling three-year period. Similar rules may apply under state tax laws. The Merger will result in an ownership change for Hooper and, accordingly, Hooper’s net operating loss carryforwards and certain other tax attributes will be subject to limitations on their use after the Merger. Provant has not performed an analysis on whether it has experienced any ownership changes in the past. It is possible that Provant’s net operating loss carryforwards and certain other tax attributes may also be subject to limitation as a result of prior shifts in equity ownership and/or the Merger. Additional ownership changes in the future could result in additional limitations on Hooper’s, Provant’s and the combined organization’s net operating loss carryforwards and certain

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other tax attributes. Consequently, even if the combined organization achieves profitability, it may not be able to utilize a material portion of Hooper’s, Provant’s or the combined organization’s net operating loss carryforwards and certain other tax attributes, which could have a material adverse effect on cash flow and results of operations.

FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding future financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “seek,” “should,” “will” or the negative of these terms or other similar expressions.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, forward-looking statements include any statements of the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans and the anticipated timing of filings; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing. Forward looking statements may also include any statements of the plans, strategies and objectives of management with respect to the approval and consummation of the Merger, Hooper’s ability to solicit a sufficient number of proxies to approve the issuance of Hooper shares of common stock pursuant to the Merger and the additional shares as described in this proxy statement/prospectus.
For a discussion of the factors that may cause Hooper, Provant or the combined organization’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied in such forward-looking statements, or for a discussion of risk associated with the ability of Hooper and Provant to complete the Merger and the effect of the Merger on the business of Hooper, Provant and the combined organization, see the section titled “Risk Factors.”
These forward-looking statements include, but are not limited to, statements concerning the following:
the expected benefits of and potential value created by the Merger for the shareholders of Hooper and Provant;
likelihood of the satisfaction of certain conditions to the completion of the Merger and whether and when the Merger will be consummated;
Hooper’s ability to control and correctly estimate its operating expenses and its expenses associated with the Merger;
any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans and the anticipated timing of filings;
any statements of plans to develop and commercialize additional products;
any statements of plans to grow the customer base of the combined company, both domestically and internationally;
any statements concerning the attraction and retention of highly qualified personnel;
likelihood of the development and expansion of a world-wide sales organization;
any statements concerning the ability to protect and enhance the combined company’s products and intellectual property;
any statements regarding expectations concerning Provant’s relationships and actions with third parties; and
future regulatory, judicial and legislative changes in Hooper or Provant’s industry.
You should not rely upon forward-looking statements as predictions of future events. Neither Hooper nor Provant can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Except as required by law, neither Hooper nor Provant undertakes any obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in expectations.

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In addition, statements that “we believe” and similar statements reflect the beliefs and opinions on the relevant subject of Hooper, Provant or the combined company, as applicable. These statements are based upon information available as of the date of this prospectus, and while Hooper, Provant or the combined company, as applicable, believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that Hooper, Provant or the combined company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, the results of Hooper, Provant or the combined company could differ materially from the forward-looking statements. All forward-looking statements in this proxy statement/prospectus are current only as of the date on which the statements were made. Hooper and Provant do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any statement is made or to reflect the occurrence of unanticipated events.
THE SPECIAL MEETING OF HOOPER SHAREHOLDERS
Date, Time and Place
The special meeting of Hooper shareholders will be held on [*], 2017, commencing at 10:00 a.m. Central Time, at the Hilton Garden Inn located at 12080 South Strang Line Road, Olathe, Kansas 66062. Hooper is sending this proxy statement/prospectus to its shareholders in connection with the solicitation of proxies by the Hooper board of directors for use at the Hooper special meeting and any adjournments or postponements of the special meeting. This proxy statement/prospectus is first being furnished to shareholders of Hooper on or about [*], 2017.
Purposes of the Hooper Special Meeting
The purposes of the Hooper special meeting are:
1.    To consider and vote upon a proposal to approve the issuance of the Merger Shares.
2.    To consider and vote upon a proposal to approve the issuance of the Post-Merger Requirement Shares.
3.    To consider and vote upon a proposal to approve the issuance of the Banker Shares.
4.    To consider and vote upon a proposal to approve the issuance of the Century Warrant Shares.
5.    To consider and vote upon a proposal to approve the Third Amended and Restated Omnibus Incentive Plan.
6.    To consider and vote upon an adjournment of the Hooper special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3, 4 and 5.
7.    To transact such other business as may properly come before the Hooper special meeting or any adjournment or postponement thereof.

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Recommendation of the Hooper Board of Directors

The Hooper board of directors has determined and believes that it is in the best interests of Hooper and its shareholders and has approved the issuance of the Merger Shares, subject to shareholder approval of Proposal Nos. 1, 2, 3 and 4. The Hooper board of directors recommends that Hooper shareholders vote “FOR” Proposal No. 1 to approve the issuance of the Merger Shares.
The Hooper board of directors has determined and believes that it is in the best interests of Hooper and its shareholders and has approved the issuance of the Post-Merger Requirement Shares, subject to shareholder approval of Proposal Nos. 1, 2, 3 and 4. The Hooper board of directors recommends that Hooper shareholders vote “FOR” Proposal No. 2 to approve the issuance of the Post-Merger Requirement Shares.
The Hooper board of directors has determined and believes that it is in the best interests of Hooper and its shareholders and has approved the issuance of the Banker Shares, subject to shareholder approval of Proposal Nos. 1, 2, 3 and 4. The Hooper board of directors recommends that Hooper shareholders vote “FOR” Proposal No. 3 to approve the issuance of the Banker Shares.
The Hooper board of directors has determined and believes that it is in the best interests of Hooper and its shareholders and has approved the issuance of the Century Warrant Shares, subject to shareholder approval of Proposal Nos. 1, 2, 3 and 4. The Hooper board of directors recommends that Hooper shareholders vote “FOR” Proposal No. 4 to approve the issuance of the Century Warrant Shares.
The Hooper board of directors has determined and believes that it is in the best interests of Hooper and its shareholders and has approved the Third Amended and Restated Omnibus Incentive Plan. The Hooper board of directors recommends that Hooper shareholders vote “FOR” Proposal No. 5 to approve the Third Amended and Restated Omnibus Incentive Plan.
The Hooper board of directors has determined and believes that it is in the best interests of Hooper and its shareholders and has approved adjourning the Hooper special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3, 4 and 5. The Hooper board of directors recommends that Hooper shareholders vote “FOR” Proposal No. 6.
Record Date and Voting Power
Only holders of record of Hooper common stock at the close of business on the record date, [*], 2017 are entitled to notice of, and to vote at, the Hooper special meeting. There were approximately [*] holders of record of Hooper common stock at the close of business on the record date. At the close of business on the record date, [*] shares of Hooper common stock were issued and outstanding. Each share of Hooper common stock entitles the holder thereof to one vote on each matter submitted for shareholder approval. See the section titled “Principal Shareholders of Hooper” in this proxy statement/prospectus for information regarding persons known to the management of Hooper to be the beneficial owners of more than 5% of the outstanding shares of Hooper common stock.
Voting and Revocation of Proxies
The proxy accompanying this proxy statement/prospectus is solicited on behalf of the board of directors of Hooper for use at the Hooper special meeting.
If you are a shareholder of record of Hooper as of the record date referred to above, you may vote in person at the Hooper special meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the Hooper special meeting, Hooper urges you to vote by proxy to ensure your vote is counted. You may still attend the Hooper special meeting and vote in person if you have already voted by proxy. As a shareholder of record:
to vote in person, come to the Hooper special meeting and Hooper will give you a ballot when you arrive.

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to vote using the proxy card, simply mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided. If you return your signed proxy card to Hooper before the Hooper special meeting, Hooper will vote your shares as you direct.
to vote on the Internet, go to the website on the proxy card or voting instruction form to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by [*], Central Time to be counted.
If your Hooper shares are held by your broker as your nominee, that is, in “street name,” the enclosed voting instruction card is sent by the institution that holds your shares. Please follow the instructions included on that proxy card regarding how to instruct your broker to vote your Hooper shares. If you do not give instructions to your broker, your broker can vote your Hooper shares with respect to “discretionary” items but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the NYSE MKT on which your broker may vote shares held in “street name” in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the Hooper shares will be treated as broker non-votes. It is anticipated that each of the proposals will be non-discretionary items.
All properly executed proxies that are not revoked will be voted at the Hooper special meeting and at any adjournments or postponements of the Hooper special meeting in accordance with the instructions contained in the proxy. If a holder of Hooper common stock executes and returns a proxy and does not specify otherwise, the shares represented by that proxy will be voted as follows:

“FOR” Proposal No. 1 to approve the issuance of the Merger Shares;
“FOR” Proposal No. 2 to approve the issuance of the Post-Merger Requirement Shares;
“FOR” Proposal No. 3 to approve the issuance of the Banker Shares;
“FOR” Proposal No. 4 to approve the issuance of the Century Warrant Shares;
“FOR” Proposal No. 5 to approve Third Amended and Restated Omnibus Incentive Plan;
“FOR” Proposal No. 6 to adjourn the special meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3, 4 and 5.
Hooper shareholders of record may change their vote at any time before their proxy is voted at the Hooper special meeting in one of three ways. First, a shareholder of record of Hooper can send a written notice to the Secretary of Hooper stating that the shareholder would like to revoke its proxy. Second, a shareholder of record of Hooper can submit new proxy instructions either on a new proxy card or via the Internet. Third, a shareholder of record of Hooper can attend the Hooper special meeting and vote in person. Attendance alone will not revoke a proxy. If a Hooper shareholder of record or a shareholder who owns Hooper shares in “street name” has instructed a broker to vote its shares of Hooper common stock, the shareholder must follow directions received from its broker to change those instructions.
Required Vote
The presence, in person or represented by proxy, at the Hooper special meeting of the holders of a majority of the shares of Hooper common stock entitled to vote at the Hooper special meeting is necessary to constitute a quorum at the meeting. Abstentions and broker non-votes will be counted towards a quorum. Approval of Proposal Nos. 1, 2, 3, 4 and 5 requires the affirmative vote of the holders of a majority of the shares of Hooper common stock having voting power present in person or represented by proxy at the Hooper special meeting.
Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. Abstentions will be counted towards the vote total for each proposal and will have the same effect as “AGAINST” votes. For Proposal Nos. 1, 2, 3, 4, 5 and 6 broker non-votes will have no effect and will not be counted towards the vote total, but will be used to determine whether a quorum is present at the Hooper special meeting.

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As of [*], the directors and executive officers of Hooper beneficially owned approximately [*]% of the outstanding shares of Hooper common stock entitled to vote at the Hooper special meeting. As of [*], Hooper is not aware of any affiliate of Provant owning any shares of Hooper common stock entitled to vote at the Hooper special meeting of the shareholders.
Solicitation of Proxies
In addition to solicitation by mail, the directors, officers, employees and agents of Hooper may solicit proxies from Hooper shareholders by personal interview, telephone, telegram or otherwise. Hooper and Provant will share equally the costs of printing and filing this proxy statement/prospectus and proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of Hooper common stock for the forwarding of solicitation materials to the beneficial owners of Hooper common stock. Hooper will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials.
Other Matters
As of the date of this proxy statement/prospectus, the Hooper board of directors does not know of any business to be presented at the Hooper special meeting other than as set forth in the notice accompanying this proxy statement/prospectus. If any other matters should properly come before the Hooper special meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

THE MERGER
This section and the section titled “The Merger Agreement” in this proxy statement/prospectus describe the material aspects of the Merger, including the Merger Agreement. While Hooper and Provant believe that this description covers the material terms of the Merger and the Merger Agreement, it may not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus for a more complete understanding of the Merger and the Merger Agreement, including the Merger Agreement attached as Annex A, the opinion of Cantor Fitzgerald & Co (“Cantor”) attached as Annex B, the Voting and Standstill Agreement attached as Annex C, the Third Amendment and Restated Hooper Holmes, Inc. 2011 Omnibus Incentive Plan attached as Annex D and the other documents to which you are referred herein. See the section titled “Where You Can Find More Information” in this proxy statement/prospectus.
Background of the Merger
Historical Background for Hooper
Hooper’s board of directors and executive management regularly review its operating and strategic plans, both near term and long-term, as well as potential partnerships in an effort to enhance equity value, including debt and/or equity financing, mergers and acquisitions, and other strategic transactions, and engage in discussions with numerous potential strategic partners, lenders and investors, including then current investors in Hooper and potential new investors.
Hooper retained Cantor in December 2012 to act as its financial advisor to assist Hooper in the exploration of strategic alternatives and with its capital needs and amended the terms of Cantor’s engagement in December 2013. Cantor advised Hooper with respect to various transactions, including the sale of Hooper’s Portamedic business, Heritage Labs and Services business units, certain debt financings, and the AHS Acquisition as defined below. Cantor remained on retainer and continues to assist Hooper in its consideration of strategic alternatives.
Beginning in September 2016 and continuing through March 2017, Hooper conducted a process of identifying and evaluating potential parties to strategic combinations. Hooper and its representatives discussed financing alternatives with numerous potential lenders and considered all available financial and strategic alternatives that arose during the process.

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Historical Background of Provant and Seller.
Provant and Seller board and executive management regularly review Provant’s operating and strategic plans, both near term and long-term, as well as potential partnerships in an effort to enhance equity value, including debt and/or equity financings, mergers and acquisitions, and other strategic transactions, and engage in discussions with numerous potential strategic partners, lenders and investors, including then current investors in Provant and potential new investors.
History of Hooper Strategic Alternatives and Significant Corporate Events
In September 2016, Tom Watford, a Hooper director was approached in regards to a potential transaction with Provant, by Century Capital.
In October 2016, Hooper and Provant entered into a non-disclosure agreement and met in Boston to discuss a potential transaction.
On October 26, 2016, Hooper’s board of directors held a telephonic meeting at which the directors discussed the prospect of an acquisition of Provant. Representatives of Spencer Fane, counsel to Hooper, participated in the meeting.
On November 13, 2016, Provant and its equity holders, Hooper, Raymond James & Associates, Inc. (“Raymond”), who acted as a financial advisor to Provant, and Cantor entered into a Non-Disclosure Agreement pertaining to information they intended to exchange in connection with the proposed Merger.
On November 18, 2016, management for Hooper held a teleconference with Cantor, with Spencer Fane in attendance, to discuss various aspects of the transaction, including the possibility of signing an agreement and filing the S-4 by the first week of January, 2017, whether to structure the transaction as a merger, asset purchase, or stock purchase, whether the transaction could be structured to result in Hooper acquiring sufficient new shareholders equity to meet the NYSE MKT’s May 8, 2017 deadline for continued listing, and the financing required to close the transaction and operate the combined business after closing.
On November 21 and 22, 2016, Hooper and Provant management and their respective advisors met in Providence, Rhode Island to have strategic discussions regarding synergies.
On November 22, 2016, Choate Hall & Stewart LLP (“Choate”), who acted as counsel to Provant, and Spencer Fane held a legal organizational call to discuss, at a high level, the structure of the transaction, required SEC filings and audited financial statements, and drafting responsibilities.
On December 12 and 13, 2016, the board of Hooper held its regularly scheduled quarterly meeting. The board discussed the terms of the transaction, the synergies the parties planned to achieve, and the status of negotiations. Management of Provant and representatives of Provant’s equity holder joined the meeting on December 13 for discussions of the potential transaction, synergies, and governance of the combined company.
On December 14, 2016, members of management of Hooper, Provant, and Provant’s equity holder, along with representatives of Cantor, Spencer Fane, Raymond, and Choate (collectively, the “Working Group”), held a teleconference to discuss the terms of the Merger agreement, drafting of the S-4, and the status of due diligence.
On December 15, 2016, the Working Group held a teleconference to discuss the status of due diligence, progress in obtaining financing for the transaction, and the scheduled meeting between Hooper and Provant management in Provant’s offices to discuss proposed synergies to obtain following closing.
On December 15, 2016, the representatives of Provant’s equity holder, representatives of Hooper, and representatives of Choate and Spencer Fane held a teleconference to discuss the governance of Hooper after closing of the Merger. Representatives of

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Provant’s equity holders sought a right to elect four of seven members to Hooper’s board of directors. Hooper argued that Provant equity holders should not have control of the board since it was only acquiring, at most, 50% of the outstanding shares of Hooper. In addition, the parties were divided over the equitable treatment of pre-closing equity Provant equity holders planned to invest in Provant.
On December 16, 2016, representatives of Provant’s auditor, Provant management, Choate, and Spencer Fane held a teleconference to discuss the audit requirements for Provant in connection with the S-4. Provant’s auditor explained that it was independent under AICPA standards with respect to Provant.
On December 17, 2016, the Hooper board held a telephonic meeting to discuss a request from Provant equity holders with respect to Hooper’s post-closing governance.
On December 19, 2016, Hooper directed Cantor to further discuss with the equity holders of Provant post-closing board governance and the treatment of the two parties’ “net debt” in the Merger.
On December 20, 2016, the Hooper board held a telephonic meeting to discuss the status of negotiations.
Between December 20 and 22, 2016, Cantor and Raymond further discussed post-closing board governance and treatment of the parties’ “net debt.”
On December 22, 2016, the parties reached a compromise on post-closing board composition and the principles for treating the parties’ “net debt” at the time of closing.
On December 30, 2016, Spencer Fane delivered an initial draft of the Merger Agreement to Choate.
On January 6, 2017, the Working Group held a teleconference to discuss the status of the transaction, including financing alternatives and plans for management of both companies to meet to discuss synergies and due diligence items.
On January 9, 2017, the Hooper board held a telephonic meeting to discuss the terms of the proposed post-closing revolving and term credit facilities that had been proposed by the lenders. The CEO reported that the Provant equity holders had contacted numerous prospective lenders about the required financing for the transaction. Representatives of Spencer Fane participated in the meeting.
On January 9, 2017, Hooper entered into a term sheet with its current revolving credit facility lender with respect to a credit facility to be effective at the time of the Merger that would include a $10 million facility with an accordion to $15 million and an additional $4 million seasonal credit facility accessible during the busy months of Hooper’s fiscal year.
On January 13, 2017, representatives of the auditors for Hooper and Provant, members of management of Hooper and Provant, and representatives of Spencer Fane and Choate held a teleconference to discuss audit issues, including the question of whether the Merger would be treated as a reverse acquisition of Hooper by Provant.
On January 13, 2017, the Working Group held a teleconference to discuss the status of the transaction, including financing alternatives and revisions to the Merger Agreement.
On January 19 and 20, 2017, Hooper and Provant management met again to further validate expected synergies.
On February 2, 2017, the Hooper board held a telephonic meeting to discuss the transaction. At the meeting, the board authorized the CEO to execute and deliver a Term Sheet proposed, after extensive negotiations, by SWK for the term loan funding required for the transaction. Representatives of Spencer Fane were involved in the meeting.

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On February 3, 2017, members of management of Hooper, Provant, and Provant equity holders, along with representatives of Cantor, Spencer Fane and Choate, met telephonically to discuss the status of the transaction and the status of financing and accounting matters.
On February 4, 2017, Hooper entered into a term sheet with SWK with respect to the $6.5 million term loan that SWK proposed in connection with the Merger.
On February 7, 2017, members of management of Hooper, Provant, and Provant equity holders, along with representatives of Cantor, Spencer Fane and Choate, met telephonically to discuss the status of the transaction. The parties noted that further discussion was required to determine how to count shares of Hooper issued to fulfill the requirement of the term lender for Hooper to raise $3.5 million of equity before or within 90 days following closing of the Merger.
On February 9, 2017, the Working Group held a teleconference to discuss the status of the transaction, including the Merger Agreement, the S-4 and other SEC filings, negotiations with the term and revolving credit lenders, the fairness opinion that Hooper requested Cantor deliver to Hooper’s board of directors, and possible ways to satisfy the term lender’s requirement that Hooper raise $3.5 million of equity between signing of the lender’s term sheet and 90 days after closing of the Merger.
On February 10, 2017, Choate provided comments on the Merger Agreement to Spencer Fane.
On February 13, 2017, the Working Group held a teleconference to discuss the status of the transaction, including the S-4 draft, the financing documents, and points that remained under negotiation in the Merger Agreement.
On February 13 and 14, 2017, members of Hooper management, Provant and Provant equity holders met with SWK about term loan financing.
On February 14, 2017, Spencer Fane provided comments on the Merger Agreement to Choate.
On February 15, 2017, representatives of Choate and Spencer Fane held a teleconference to discuss the Merger Agreement and the lenders’ financing documents.
On February 16, 2017, the Working Group held a teleconference to discuss the status of the transaction, including the Merger Agreement, the S-4 and other SEC filings, audit timing, negotiations with the lenders, the fairness opinion, and plans for announcing the transaction after signing the Merger Agreement.
On February 21, 2017, SWK provided Hooper and Provant drafts of its proposed commitment letter and Amended and Restated Credit Agreement.
On February 22, 2017, the Working Group held a teleconference to discuss the status of the transaction, including the terms on which the Provant equity holders would participate in the purchase of the Requirement Shares.
On February 23, 2017, Choate provided comments on the Merger Agreement to Spencer Fane.
On February 24, 2017, Hooper’s revolving credit facility lender informed Hooper that it was no longer willing to provide a $4 million seasonal credit facility on top of the $10 million facility with an accordion to $15 million. The lender said it would consider reducing the seasonal facility to $2 million with additional collateral or a guaranty from Century.
On February 24, 2017, Spencer Fane provided comments on the Merger Agreement to Choate.
On February 27, 2017, the Working Group held a teleconference to discuss the status of the transaction.
On February 27, 2017, Spencer Fane provided comments on the SWK commitment letter and Amended and Restated Credit Agreement to SWK.

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On February 27, 2017 the Hooper’s board of directors met via teleconference to discuss their alternatives including the need to raise capital, the potential sale of a division, and a merger with Provant. Representatives of Cantor and Spencer Fane participated in the teleconference.
Between March 2 and 7, 2017, the Working Group negotiated and drafted the final terms of the Merger Agreement, the term and revolving credit facilities, and the ancillary agreements and exhibits. During the negotiations, SWK agreed to provide the $2 million seasonal credit facility on terms better than those offered by Hooper’s revolving credit facility lender. Century agreed to provide a guaranty of the seasonal credit facility in exchange for the 10% Guaranty Warrant on the condition that, if the guaranty is called, Hooper would issue the 90% Guaranty Warrant and a promissory note bearing 25% interest (or, if less, the highest legal rate) in the same principal amount as the call on the guaranty.
On March 7, 2017, Provant and Hooper executed the Merger Agreement and commitment letters related to the term and revolving credit facilities.
Hooper Reasons for the Merger
In the course of reaching its decision to approve the Merger, the Hooper board of directors consulted with Hooper senior management, its financial advisor and legal counsel, reviewed a significant amount of information and considered a number of factors, including, among others:
The two companies are highly complementary in terms of customer base, product and service offerings, providing scale and significant operational synergies;
The combined management teams create strength and sends a stabilizing message to customers;
The likelihood that the merger will be consummated on a timely basis;
the terms and conditions of the Merger Agreement, including, without limitation, the following:
o
the determination that an exchange ratio that is not subject to adjustment based on trading prices is appropriate to reflect the expected relative percentage ownership of Hooper securityholders and Provant equity holders;
o
the rights of Hooper under the Merger Agreement to consider certain unsolicited competing proposals under certain circumstances should Hooper receive a superior proposal; and
o
the conclusion that the potential termination fee of $500,000 and/or expense reimbursements of up to $750,000, payable by Provant to Hooper and the circumstances when such fee may be payable, were reasonable.
The Hooper board of directors considered a number of uncertainties and risks in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:
the possibility that the Merger might not be completed and the potential adverse effect of the public announcement of the Merger on the reputation of Hooper and the ability of Hooper to obtain financing in the future in the event the Merger is not completed;
the termination fee of $500,000 and/or expense reimbursements of up to $750,000, payable by Hooper to Provant upon the occurrence of certain events, and the potential effect of such termination fee in deterring other potential acquirers from proposing a competing transaction that may be more advantageous to Hooper’s shareholders;
the risk that the Merger might not be consummated in a timely manner or at all;
the expenses to be incurred in connection with the Merger and related administrative challenges associated with combining the companies; and
various other risks associated with the combined company and the Merger, including the risks described in the section titled “Risk Factors” in this proxy statement/prospectus/information statement.
The foregoing information and factors considered by the Hooper board of directors are not intended to be exhaustive but are believed to include all of the material factors considered by the Hooper board of directors. In view of the wide variety of factors

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considered in connection with its evaluation of the Merger and the complexity of these matters, the Hooper board of directors did not find it useful to attempt, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of the Hooper board of directors may have given different weight to different factors. The Hooper board of directors conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, the Hooper management team and the legal and financial advisors of Hooper, and considered the factors overall to be favorable to, and to support, its determination.
Provant and Provant equity holders Reasons for the Merger
In the course of reaching its decision to approve the Merger, the equity holders of Provant consulted with its senior management, financial advisor and legal counsel, reviewed a significant amount of information and considered a number of factors, including, among others:
The two companies are highly complementary in terms of customer base, product and service offerings, providing scale and significant operational synergies;
The combined management teams create strength and sends a stabilizing message to customers;
The likelihood that the merger will be consummated on a timely basis;
The potential to access of public market capital, including sources of capital from a broader range of investors than it could otherwise obtain if it continued to operate as a privately-held company;
the terms and conditions of the Merger Agreement, including, without limitation, the following:
o
the determination that an exchange ratio that is not subject to adjustment based on trading prices is appropriate to reflect the expected relative percentage ownership of Hooper securityholders and Provant equity holders;
o
the expectation that the merger will be treated as a reorganization for U.S. federal income tax purposes, with the result that the Provant equityholders will not recognize taxable gain or loss for U.S. federal income tax purposes upon the exchange of Provant equity for Hooper common stock pursuant to the merger;
o
the rights of Provant under the Merger Agreement to consider certain unsolicited competing proposals under certain circumstances should Provant receive a superior proposal; and
o
the conclusion that the potential termination fee of $500,000 and/or expense reimbursements of up to $750,000, payable by Hooper to Provant and the circumstances when such fee may be payable, were reasonable.
Provant considered a number of uncertainties and risks in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:
the possibility that the Merger might not be completed and the potential adverse effect of the public announcement of the Merger on the reputation of Provant and the ability of Provant to obtain financing in the future in the event the Merger is not completed;
the termination fee of $500,000 and/or expense reimbursements of up to $750,000, payable by Provant to Hooper upon the occurrence of certain events, and the potential effect of such termination fee in deterring other potential acquirers from proposing a competing transaction that may be more advantageous to Provant’s equity holders;
the risk that the Merger might not be consummated in a timely manner or at all;
the expenses to be incurred in connection with the Merger and related administrative challenges associated with combining the companies;
the additional public company expenses and obligations that Provant’s business will be subject to following the Merger to which it has not previously been subject; and
various other risks associated with the combined company and the Merger, including the risks described in the section titled “Risk Factors” in this proxy statement/prospectus/information statement.
The foregoing information and factors considered by Provant are not intended to be exhaustive, but are believed to include all of the material factors considered by Provant. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, Provant did not find it useful, and did not attempt, to quantify,

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rank or otherwise assign relative weights to these factors. Provant conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, Provant’s management and Provant’s legal advisors, and considered the factors overall to be favorable to, and to support, its determination.
Opinion of the Hooper Financial Advisor
Cantor has acted as Hooper’s financial advisor in connection with potential strategic alternatives for Hooper since 2012. As part of this engagement, Hooper’s board of directors requested that Cantor evaluate the fairness, from a financial point of view, to Hooper of the issuance by Hooper of the Merger Shares to the Provant equity holder (or the members of the Provant equity holder, in the event of a Liquidation (as defined in the Merger Agreement)) pursuant to the Merger Agreement. On March 5, 2017 at a meeting of Hooper’s board of directors, Cantor rendered its oral opinion to Hooper’s board of directors (in its capacity as such), which opinion was subsequently confirmed by delivery of a written opinion dated March 7, 2017, that, as of such dates and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in the opinion, the issuance by Hooper of the Merger Shares to the Provant equity holder (or the members of the Provant equity holder, in the event of a Liquidation) pursuant to the Merger Agreement was fair, from a financial point of view, to Hooper.
The full text of the written opinion of Cantor, dated March 7, 2017, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations of the review undertaken in connection with such opinion, is attached as Annex B. Holders of Hooper common stock are urged to read this opinion carefully and in its entirety. Cantor’s opinion was provided for the sole benefit and use of Hooper’s board of directors (in its capacity as such) in connection with its consideration of the Merger and addresses only the fairness to Hooper, from a financial point of view, of the issuance by Hooper of the Merger Shares to the Provant equity holder (or the members of the Provant equity holder, in the event of a Liquidation) pursuant to the Merger Agreement. It does not address any other aspects of the Merger, any related financing commitments or the Merger Related Equity Issuances and does not constitute a recommendation as to how holders of Hooper common stock should vote or act in connection with the Merger. The issuance by Hooper of the Merger Shares to the Provant equity holder pursuant to the Merger Agreement was determined through negotiations between Hooper and Provant and not pursuant to any recommendation of Cantor. The summary of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion.
In the course of performing its review and analyses for rendering its opinion, Cantor, among other things:

reviewed the draft of the Merger Agreement, provided to it on March 7, 2017, which was the most recent draft available;
reviewed the draft of the SWK Commitment Letter among Hooper and SWK, and the draft exhibits thereto, provided to it on March 7, 2017, which was the most recent draft available (the "SWK Commitment Letter'');
reviewed the draft of the SCM Commitment Letter among Hooper, certain affiliates of borrower and SCM, and the draft exhibits thereto, provided to it on March 7, 2017, which was the most recent draft available (the "SCM Commitment Letter'');
reviewed certain publicly available business and financial information relating to Hooper
including, but not limited to, Hooper's Annual Reports on Form 10-K for each of the years ended December 31,2014 and 2015 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016;
reviewed certain operating and financial information relating to Hooper's and Provant's respective businesses and Hooper's and Provant's prospects, as provided to it by Hooper's management, including projections for Hooper and Provant for the five years ending December 31, 2020;

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had conference calls with certain members of Hooper's and Provant's senior management and the board of directors of Hooper to discuss Hooper's and Provant's respective businesses, operations, historical and projected financial results and future prospects;
reviewed the historical prices, trading multiples and trading volume of the common stock of Hooper;
performed discounted cash flow analyses based on the projections for Hooper and Provant furnished to it by Hooper and Provant;
reviewed certain publicly available information, stock market performance data and trading multiples with respect to other companies in similar industries to Hooper and Provant that it deemed to be relevant;
reviewed the financial terms, to the extent publicly available, of selected recent business combinations involving companies in similar industries to Hooper and Provant that it deemed to be relevant;
reviewed Quality of Earnings reports prepared by RSM on both Hooper and Provant including review of synergy estimates prepared by management;
reviewed the relative contribution of both Hooper and Provant as it pertains to pro forma revenue, gross profit, and EBITDA and the resulting implied exchange ratio; and
conducted such other studies, analyses, inquiries and investigations as it deemed appropriate
In rendering its opinion, Cantor relied upon and assumed, without independent verification, the accuracy and completeness of the financial and other information provided to or discussed with it by Hooper and Provant or obtained by it from public sources, including, without limitation, the projections and synergy estimates referred to above. Cantor also assumed that there had been no material change in the assets, financial condition, business or prospects of either Hooper or Provant since the date of the most recent financial statements provided to Cantor. With respect to the projections and synergy estimates, Cantor relied on representations that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior management of Hooper, as to the expected future performance of Hooper. Cantor assumed no responsibility for the independent verification of any such information, including, without limitation, the projections and synergy estimates, and expressed no view or opinion as to such projections and synergy estimates, and the assumptions upon which they were based. Cantor further relied upon the assurances of senior management of Hooper that they were unaware of any facts that would make the information and projections incomplete or misleading. In rendering its opinion, Cantor analyzed the Merger as a strategic business combination not involving a sale of control of Hooper, and Cantor did not solicit, nor were they asked to solicit, third party acquisition interest in Hooper. Cantor assumed that the Merger would be consummated in a timely manner and in accordance with the terms of the Merger Agreement, without any waivers of any material rights thereunder by any party and any limitations, restrictions, conditions, amendments or modifications, regulatory or otherwise, that collectively would have a material adverse effect on Hooper, Provant or on the expected benefits of the Merger in any way material to Cantor’s analysis. Cantor assumed that the executed Merger Agreement, the SWK Commitment Letter and the SCM Commitment Letter would not differ in any material respect from the drafts thereof reviewed by Cantor, that the Merger and Hooper’s concurrent financing would be consummated in accordance with the terms of the Merger Agreement, the SWK Commitment Letter and the SCM Commitment Letter, respectively, without waiver, modification or amendment and that all governmental, regulatory or other consents or approvals necessary for consummation of the Merger would be obtained without any material adverse effect on Hooper or Provant. Cantor also assumed that the representations and warranties of the parties to the Merger Agreement contained therein were true and correct in all respects material to Cantor’s analysis.
In arriving at its opinion, Cantor did not perform or obtain any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Hooper or Provant, nor did it conduct a physical inspection of any of the properties or facilities of Hooper or Provant, nor was it furnished with any such evaluations, appraisals or inspections, nor did it assume any responsibility to obtain any such evaluations, appraisals or inspections. Cantor is not a legal, tax, regulatory or accounting advisor and relied on the assessments made by Hooper, Provant and their respective advisors with respect to such issues. Cantor’s opinion does not address any legal, tax, regulatory or accounting matters.
Cantor did not express any opinion as to the price or range of prices at which the shares of Hooper common stock may trade subsequent to the announcement or consummation of the Merger or at any time.

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The opinion of Cantor was intended solely for the benefit and use of Hooper’s board of directors in connection with its consideration of the Merger. Cantor’s opinion is not to be used for any other purpose, or to be reproduced, disseminated, quoted from or referred to at any time, in whole or in part, without its prior written consent; provided, however, that Cantor authorized the inclusion of its written opinion in its entirety in this proxy statement/prospectus. Cantor’s opinion does not constitute a recommendation to Hooper’s board of directors in connection with the Merger, nor does it constitute a recommendation to any holders of Hooper common stock as to how to vote or act in connection with the Merger or the Merger Related Equity Issuances. Cantor’s opinion addressed only the fairness of the issuance by Hooper of the Merger Shares to the Provant equity holder (or the members of the Provant equity holder in the event of a Liquidation) pursuant to the Merger Agreement from a financial point of view to Hooper. Cantor’s opinion did not address Hooper’s underlying business decision to pursue the Merger, the relative merits of the Merger as compared to any alternative business or financial strategies that might exist for Hooper or the effects of any other transaction in which Hooper might engage. In addition, Cantor’s opinion did not constitute a solvency opinion or a fair value opinion, and Cantor did not evaluate the solvency or fair value of Hooper under any federal or state laws relating to bankruptcy, insolvency or similar matters. Furthermore, Cantor did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Hooper’s or Provant’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the consideration payable to the Provant equity holders pursuant to the Merger Agreement. Cantor expressed no view as to any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection with the Merger or otherwise, and expressed no opinion as to the terms of Hooper’s concurrent financing.
Cantor’s opinion was authorized for issuance by the Fairness Opinion and Valuation Committee of Cantor. Cantor’s opinion is subject to the assumptions, limitations, qualifications and other conditions contained therein and is necessarily based on economic, market and other conditions, and the information made available to Cantor, as of the date thereof. Cantor assumed no responsibility for updating or revising its opinion based on circumstances or events of which it becomes aware after the date thereof.

The following is a summary of the material analyses performed by Cantor in preparing its opinion, dated March 7, 2017, to Hooper’s board of directors (in its capacity as such). The following summary, however, does not purport to be a complete description of the financial analyses performed by Cantor. The preparation of an opinion necessarily is not susceptible to partial analysis or summary description. In performing its analyses, Cantor did not attribute any particular weight to any analysis, methodology or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Cantor’s illustrative analyses must be considered as a whole. Considering any portion of the analyses or the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of Cantor’s analyses.
 
Selected Companies Analysis

Using publicly available information, Cantor compared certain ratios and financial and operating information for Hooper and Provant with corresponding information for a selected group of publicly traded healthcare companies, a selected group of publicly traded laboratory companies and a selected group of publicly traded healthcare services companies. Cantor selected these companies because they are companies with operations that for purposes of analysis may be considered similar to certain operations of Hooper and Provant. The selected companies were:
 
Select Healthcare Companies
WebMD Health Corp.
Tivity Health, Inc.
BioTelemetry, Inc.

Select Laboratory Companies
Laboratory Corporation of America Holdings

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Quest Diagnostics Incorporated
Enzo Biochem, Inc.
Psychemedics Corporation

Select Other Healthcare Services Companies
On Assignment, Inc.
AMN Healthcare Services, Inc.
Cross Country Healthcare, Inc.

Cantor calculated an implied equity value for each of these companies based on their respective closing share prices as of March 3, 2017 and the number of fully diluted shares of each, calculated based on its most recent publicly available SEC filings. Cantor calculated an implied enterprise value for each company by adding to the implied equity value it calculated for the company the amount of each company’s Net Debt as reflected in its most recent publicly available balance sheet.
 
Using estimates of revenue and EBITDA for 2017 and 2018 for each of these companies derived from Wall Street research analyst consensus estimates and the implied enterprise values it calculated for each company as described above, Cantor calculated implied enterprise value as a multiple of revenue for 2016 and estimated adjusted EBITDA for 2018, respectively. 

The results of these calculations were as follows:

 
 
 
 
 
 
 
 
TEV/Sales
TEV/EBITDA
 
 
CY2017
CY2018
CY2017
CY2018
 
Select Healthcare Companies
 
 
 
 
 
Mean
2.9x
2.7x
11.7x
10.4x
 
Median
2.8x
2.7x
10.8x
9.8x
 
 
 
 
 
 
 
Select Laboratory Companies
 
 
 
 
 
Mean
2.1x
2.0x
10.3x
9.9x
 
Median
2.1x
2.0x
10.3x
9.9x
 
 
 
 
 
 
 
Select Other Healthcare Services Companies
 
 
 
 
 
Mean
1.0x
0.9x
10.2x
8.8x
 
Median
1.2x
1.1x
10.0x
9.1x

None of the selected comparable companies are identical to Hooper or Provant. Accordingly, a complete analysis of the results of the foregoing calculations cannot be limited to a quantitative review of the results and involves complex considerations and judgments concerning differences in financial and operating characteristics of the selected comparable companies and other factors that could affect the public trading dynamics of the selected comparable companies. There are inherent limitations on the applicability of such companies to the illustrative analysis of Hooper and Provant.

Using the information in the table above, its analyses of the various comparable companies and its professional judgment and experience, Cantor applied a reference range of 2018 Enterprise Value / EBITDA multiples of 8.0x to 10.0x to the estimate of Hooper and Provants’ 2018 adjusted EBITDA reflected in the forecasts to derive a reference range of illustrative enterprise values from $15 million to $18 million and $16 million and $20 million for Hooper and Provant, respectively.

Cantor applied a range of 2016 Enterprise Value / revenue multiples of 0.75x to 1.25x to Hooper and Provant’s 2016 revenue reflected in the forecasts to derive a reference range of illustrative enterprise values from $26 million to $43 million and $28 million and $46 million for Hooper and Provant, respectively.


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Selected Transaction Analysis

Cantor analyzed certain publicly available information relating to the selected acquisition transactions listed below announced since August 2009 involving target companies in the healthcare, laboratory and healthcare services industries.
 
With respect to each of the selected transactions, Cantor calculated the implied enterprise value of the applicable target company based on the announced consideration paid in the applicable transaction, as a multiple of the target company’s revenue for the 12 months ended prior to announcement of the respective transaction, which we refer to as LTM revenue, based on information in public filings. The results of these calculations are set forth below:  


 
 
 
 
 Total Enterprise
 Announce
 
 
 
 Value / LTM
 Date
 Target
 Acquiror
 
Revenue
 
 
 
 
 
04/20/15
Accountable Health Solutions
Hooper Holmes
0.5x
03/11/14
Summit Health
Quest Diagnostics
NA
09/23/13
Labco S.A.S.
Sonic Healthcare Limited
1.4x
08/31/12
MedHealth Holdings Pty Limited
ExamWorks Group
1.8x
08/06/10
EXIGERE Corporation
ExamWorks Group
0.8x
08/06/10
Verity Medical
ExamWorks Group
1.6x
06/30/10
Network Medical Review Company
ExamWorks Group
NA
03/26/10
Metro Medical Services
ExamWorks Group
0.9x
03/15/10
Medical Evaluations
ExamWorks Group
NA
08/12/09
Piedmont Medical Laboratory & Axiom Laboratories
Sonic Healthcare Limited
1.4x
 
 
 
 
 
Overall
 
 
 
 
High
 
 
 
1.8x
Mean
 
 
 
1.2x
Median
 
 
 
1.4x
Low
 
 
 
0.5x

Although none of the selected transactions are directly comparable to the proposed transaction, the target companies in the selected transactions were companies with operations that, for the purposes of analysis, may be considered similar to certain of Hooper and Provant’s financial results, and as such, for purposes of the analysis, the selected transactions may be considered similar to the proposed transaction. Limited public information regarding key valuation metrics with respect to the selected transactions is available. There are inherent limitations on the applicability of such transactions to the illustrative analysis of Hooper and Provant.

Discounted Cash Flow Analysis
 
Using the Management Projections provided to Cantor by Hooper, Cantor performed an illustrative discounted cash flow analysis for Hooper and Provant.

Using mid-year convention and illustrative discount rates ranging from 11.9% to 15.9%, reflecting estimates of the weighted average cost of capital of Hooper and Provant, Cantor discounted to present value as of March 3, 2017, (a) estimates of unlevered free cash to be generated by Hooper and Provant for the period from January 1, 2017 to December 31, 2021, as reflected in the Management Projections, and (b) a range of illustrative terminal values for Hooper and Provant, which were

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calculated by applying a perpetuity growth rate of 1.0% to a terminal year estimate of the unlevered free cash flow to be generated by Hooper and Provant as reflected in the Management Projections. Cantor then derived a range of illustrative enterprise values for Hooper and Provant by adding the ranges of present values it derived as described above to derive a range of illustrative present enterprise values from $15 million to $22 million and $15 million and $24 million for Hooper and Provant, respectively.

Contribution Analysis

Using the Management Projections provided to Cantor by Management, Cantor conducted a contribution analysis to determine Hooper and Provant’s relative contributions to the combined company.

 
 
Hooper
Provant
Hooper %
Provant %
Revenue
2016A
$34.3
$36.7
48%
52%
 
2017E
36.0
35.6
50%
50%
 
2018E
39.0
41.3
49%
51%
 
 
 
 
 
 
Gross Profit
2016A
7.9
9.1
46%
54%
 
2017E
11.7
9.6
55%
45%
 
2018E
12.5
11.8
51%
49%
 
 
 
 
 
 
Adj. EBITDA
2016A
(3.1)
(3.3)
48%
52%
 
2017E
1.4
0.4
78%
22%
 
2018E
1.8
2.0
48%
52%

Additionally, Cantor noted Provant’s ownership of the pro forma enterprise valuation was 40.0%, calculated as of March 3, 2017 for the value of the Hooper shares to be issued to Provant as a percent of the sum of Hooper’s public equity market capitalization, the value of the Hooper shares to be issued to Provant and debt.
General
Cantor has acted as a financial advisor to Hooper in connection with the Merger and will receive a customary fee for such services pursuant to an engagement letter with Hooper (the "Engagement Letter"), a substantial portion of which is contingent on successful consummation of the Merger, and some of which may be payable in equity of Hooper at Cantor’s election. A portion of Cantor’s compensation became payable upon delivery of its opinion and, if previously paid, will be credited against the fee payable upon consummation of the Merger. In addition, Hooper has agreed to reimburse Cantor for certain expenses and to indemnify Cantor against certain liabilities arising out of its engagement. In accordance with the terms of the Engagement Letter, Hooper has given Cantor the exclusive right to provide certain investment banking and other services to Hooper in the future, on customary terms and conditions.
Cantor had been engaged by Hooper since 2012 to provide certain investment banking and other services on matters unrelated to the Merger. In particular, Cantor advised Hooper with respect to various transactions, including the sale of Hooper’s Portamedic business, Heritage Labs and Services business units, certain debt financings and the AHS Acquisition as defined below. Cantor may seek to provide Hooper and its affiliates with certain investment banking and other services unrelated to the Merger in the future.
Consistent with applicable legal and regulatory requirements, Cantor adopted certain policies and procedures to establish and maintain the independence of Cantor’s research departments and personnel. As a result, Cantor’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to Hooper, the Merger and other participants in the Merger that differ from the views of Cantor’s investment banking personnel.

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In the ordinary course of business, Cantor and its affiliates may actively trade (for their own accounts and for the accounts of their customers) certain equity and debt securities, bank debt and/or other financial instruments issued by Hooper and affiliates, as well as derivatives thereof, and, accordingly, may at any time hold long or short positions in such securities, bank debt, financial instruments and derivatives.
Interests of the Hooper Directors and Executive Officers in the Merger
In considering the recommendation of the Hooper board of directors to vote FOR the Merger Related Equity Issuances Proposal, Hooper shareholders should be aware that the directors and executive officers of Hooper have interests in the Merger that may be in addition to, or different from, your interests as Hooper shareholders, which could create conflicts of interest in their determinations to recommend the Merger Related Equity Issuances. You should consider these interests in voting on the Merger Related Equity Issuances. These interests in connection with the Merger relate to or arise from, among other things:
the fact that Ronald V. Aprahamian, Larry Ferguson, Henry E. Dubois and Thomas Watford are currently directors of Hooper and will remain directors of Hooper following the completion of the Merger;
the fact that Henry E. Dubois and Steven R. Balthazor are currently executive officers of Hooper and will remain executive officers of Hooper following the completion of the Merger;
the right to continued indemnification for directors and executive officers of Hooper following the completion of the Merger;
the anticipated grants of equity upon consummation of the Merger to Mr. Dubois and Mr. Balthazor, who are and will be executive officers of Hooper in connection with the consummation of the Merger as described in this proxy statement/prospectus; and
the anticipated purchase of approximately $100,000 worth of Post-Merger Requirement Shares by Ronald V. Aprahamian, the current chairman of the Hooper board of directors.
Mr. Aprahamian has agreed to purchase, subject to Hooper shareholder approval of the Post-Merger Requirement Shares, and closing of the Merger, 125,000 shares of Hooper common stock, together with warrants to purchase up to an additional 62,500 shares Hooper common stock for a cash price of $100,000 (i.e., $0.80 per share and one-half warrant). Mr. Aprahamian’s warrants will be exercisable for a period of four years following closing of the Merger for an exercise price of $1.35 per share, but will not be exercisable for the first six months following closing of the Merger.
In addition, subject to shareholder approval of the Third Amended and Restated Omnibus Incentive Plan, Hooper’s Compensation Committee is considering issuing options to purchase up to 2.5 million shares of Hooper common stock as an equity incentive to certain members of management after closing of the Merger (the “Proposed Equity Incentive”). Mr. Dubois, Mr. Balthazor, Mr. Clermont and Ms. Provino would participate in the Proposed Equity Incentive as executive officers of Hooper. Pursuant to the Proposed Equity Incentive, Hooper would grant options to participants, 50% of which would be time based and would vest over four years, and 50% of which would be performance based and would vest based on Hooper’s ability to achieve a targeted level of post-closing synergies during the remainder of 2017. If Hooper were to achieve more than 110% of its synergy target, participants in the Proposed Equity Incentive would also be eligible to share in a cash bonus.
The Hooper board of directors was aware of these potential conflicts of interest during its deliberations on the merits of the Merger and when making its decision regarding the Merger Agreement and the transactions contemplated thereby, including the Merger Related Equity Issuances.
Form of the Merger
The Merger Agreement provides that at the effective time, Merger Sub will be merged with and into Provant. Upon the consummation of the Merger, Provant will continue as the surviving entity and will be a wholly-owned subsidiary of Hooper. The Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes.

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Merger Consideration
At the effective time of the Merger, all of the outstanding equity interests in Provant will be converted solely into the right to receive Merger Shares less the Requirement Shares and the Banker Shares. Hooper expects to issue 10,448,849 Merger Shares.
In order to satisfy the conditions of Hooper’s current term lender in connection with the Merger, SWK, Hooper is issuing the Requirement Shares. Provant equity holders have agreed to purchase up to, but no more than, half of the Requirement Shares on the same terms as the other investors in the Requirement Shares. Pursuant to this proxy statement/prospectus, Hooper is asking the Hooper shareholders to approve the issuance of any Requirement Shares not issued prior to closing of the Merger. If all of the Requirement Shares are sold on the terms described in the section titled “The Merger Agreement—Merger Consideration” in this proxy statement/prospectus, Hooper will issue 4,375,000 Requirement Shares and issue Requirement Share Warrants exercisable for 2,187,500 shares of Hooper’s common stock.
Provant equity holders intend to invest the Pre-Closing Capital in Provant prior to the Merger in the form of subordinated, convertible debt bearing interest at 8.25% that will be converted to equity in Provant immediately prior to closing of the Merger, except as described in the section titled “The Merger Agreement—Merger Consideration.”
Hooper and Provant are in discussions with their respective investment bankers to issue the Banker Shares as a portion of their fees. The Banker Shares will be issued immediately after, and conditioned on, closing of the Merger, so they will not be counted for purposes of determining the number of Merger Shares that are issued to the Provant equity holders.
As a result of these transactions, it is anticipated that the former Provant equity holders will hold approximately 48% of Hooper’s approximately 26.5 million outstanding shares of common stock at, or within 90 days following, closing of the Merger.
The Merger Agreement does not include a price-based termination right, and there will be no adjustment to the total number of shares of Hooper common stock that Provant equity holders will be entitled to receive for changes in the market price of Hooper common stock. Accordingly, the market value of the shares of Hooper common stock issued pursuant to the Merger will depend on the market value of the shares of Hooper common stock at the time the Merger closes, and could vary significantly from the market value on the date of this proxy statement/prospectus.
At the effective time of the Merger, the holder of all of the Provant equity interests that were outstanding immediately prior to the effective time of the Merger, will cease to have any rights as an equity holder of Provant. From and after the effective time of the Merger, Provant equity interests will be deemed to represent only the right to receive Merger Shares.
Effective Time of the Merger
The Merger Agreement requires the parties to consummate the Merger on the first business day after all of the conditions to the consummation of the Merger contained in the Merger Agreement are satisfied or waived, including the adoption of the Merger Agreement by the equity holders of Provant and the approval by the Hooper shareholders of the adoption and approval of the Merger Agreement, the approval of the Merger, and the issuance of Hooper common stock. The Merger will become effective upon the filing of a certificate of Merger with the New York Department of State or at such later time as is agreed by Hooper and Provant and specified in the certificate of Merger. Neither Hooper nor Provant can predict the exact timing of the consummation of the Merger.
Regulatory Approvals
In the United States, Hooper must comply with applicable federal and state securities laws and the rules and regulations of the NYSE MKT in connection with the issuance of shares of Hooper common stock and the filing of this proxy statement/prospectus with the SEC.

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Tax Treatment of the Merger
Hooper and Provant intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Each of Hooper and Provant will use its commercially reasonable efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, and not to permit or cause any affiliate or any subsidiary of Hooper or Provant to, take any action or cause any action to be taken which would cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Code. For a description of certain material United States federal tax consequences of the Merger, see the section titled “Material United States Federal Income Tax Consequences” below.
Material United States Federal Income Tax Consequences
The following is a discussion of material U.S. federal income tax consequences of the Merger applicable to U.S. Holders (as defined below) who exchange their Provant equity interests for Hooper common stock in the Merger assuming the Merger is consummated as contemplated herein. Because the Merger involves a subsidiary of Hooper, and not Hooper itself, the shareholders of Hooper will not be deemed to have exchanged or sold their shares in the transaction. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, U.S. Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”) each as in effect as of the date of the Merger. These authorities are subject to differing interpretations or change. Any such change, which may or may not be retroactive, could alter the tax consequences to holders of Provant equity interests as described herein.
This discussion does not address all U.S. federal income tax consequences relevant to the particular circumstances of a Provant equity holder. In addition, it does not address consequences relevant to holders of Provant equity interests that are subject to particular U.S. or non-U.S. tax rules, including, without limitation:
persons who hold their Provant equity interests in a functional currency other than the U.S. dollar;
persons who hold Provant equity interests that constitute “qualified small business stock” under Section 1202 of the Code or as “Section 1244 stock” for purposes of Section 1244 of the Code;
persons holding Provant equity interests as part of an integrated investment (including a “straddle,” pledge against currency risk, “constructive” sale or “conversion” transaction or other integrated or risk reduction transactions) consisting of Provant equity interests and one or more other positions;
persons who are not U.S. Holders as defined below;
banks, insurance companies, mutual funds, tax-exempt entities, financial institutions, broker-dealers, real estate investment trusts or regulated investment companies;
persons who do not hold their Provant equity interests as a “capital asset” within the meaning of Section 1221 of the Code;
partnerships or other entities classified as partnerships or disregarded entities for U.S. federal income tax purposes, S corporations or other pass-through entities (including hybrid entities);
persons who acquired their Provant equity interests pursuant to the exercise of compensatory options or in other compensatory transactions;
persons who acquired their Provant equity interests pursuant to the exercise of warrants or conversion rights under convertible instruments;
persons who acquired their Provant equity interests in a transaction subject to the gain rollover provisions of Section 1045 of the Code; and
persons who hold their Provant equity interests through individual retirement accounts or other tax-deferred accounts.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Provant equity interests that, for U.S. federal income tax purposes, is or is treated as:
an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
a trust if either (i) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) are authorized or have the authority to control all substantial decisions of such trust, or (ii) the trust was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.
If an entity treated as a partnership for U.S. federal income tax purposes holds Provant equity interests, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partnership or a partner of a partnership holding Provant equity interests or any other person excluded from this discussion, you should consult your tax advisor regarding the tax consequences of the Merger.
In addition, the following discussion does not address (i) any U.S. federal non-income tax consequences of the Merger, including estate, gift or other tax consequences, (ii) any state, local or non-U.S. tax consequences of the Merger, (iii) the Medicare contribution tax on net investment income or the alternative minimum tax, (iv) the tax consequences of transactions effectuated before, after or at the same time as the Merger (whether or not they are in connection with the Merger), and (v) the tax consequences to holders of options, warrants or similar rights to acquire Provant equity interests.
IN LIGHT OF THE FOREGOING, A HOLDER OF PROVANT EQUITY INTERESTS SHOULD CONSULT ITS OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO IT OF THE MERGER, INCLUDING THE APPLICABLE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES, AND ANY TAX REPORTING REQUIREMENTS OF THE MERGER AND RELATED TRANSACTIONS IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES. THIS DISCUSSION OF TAX CONSEQUENCES WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER.
The following is a discussion of the material U.S. federal income tax consequences of the Merger applicable to U.S. Holders (as defined below) who exchange their Provant equity interests for Hooper common stock in the Merger.
No ruling from the IRS has been or will be requested with respect to the tax consequences of the Merger. Subject to the qualifications and assumptions described in this proxy statement/prospectus, the Merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, the tax consequences to U.S. Holders of Provant equity interests will be as follows:
a U.S. Holder will not recognize gain or loss upon the exchange of Provant equity interests for Hooper common stock pursuant to the Merger;
a U.S. Holder’s aggregate tax basis for the shares of Hooper common stock received in the Merger will equal the shareholder’s aggregate tax basis in the shares of Provant equity interests surrendered in the Merger; and
the holding period of the shares of Hooper common stock received by a U.S. Holder in the Merger will include the holding period of the shares of Provant equity interests surrendered in exchange therefor.
For purposes of the above discussion of the bases and holding periods for Provant equity interests and Hooper common stock, U.S. Holders who acquired different blocks of Provant equity interests at different times for different prices must calculate their gains and losses and holding periods separately for each identifiable block of such equity interests exchanged in the Merger.
As provided in Treasury Regulations Section 1.368-3(d), each U.S. Holder who receives shares of Hooper common stock in the Merger is required to retain permanent records pertaining to the Merger, and make such records available to any authorized IRS officers and employees. Such records should specifically include information regarding the amount, basis and fair market value of all transferred property, and relevant facts regarding any liabilities assumed or extinguished as part of such reorganization.

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Additionally, U.S. Holders who owned immediately before the Merger at least 1% (by vote or value) of the total outstanding equity interests in Provant and each U.S. Holder with a basis in their Provant equity interests of $1,000,000 or more are required to attach a statement to their tax returns for the year in which the Merger is consummated that contains the information listed in Treasury Regulation Section 1.368-3(b). Such statement must include the U.S. Holder’s tax basis in such holder’s Provant equity interests surrendered in the Merger, the fair market value of such equity interests, the date of the Merger and the name and employer identification number of each of Provant and Hooper.
If the Merger fails to qualify as a reorganization within the meaning of Section 368(a) of the Code, then a U.S. Holder would recognize gain or loss upon the exchange of Provant equity interests for Hooper common stock equal to the difference between the fair market value, at the time of the Merger, of the Hooper common stock received in the Merger (including any cash received in lieu of a fractional share) and such U.S. Holder’s tax basis in the Provant equity interests surrendered in the Merger. Such gain or loss would be long-term capital gain or loss if the Provant equity interests were held for more than one year at the time of the Merger. In such event, the aggregate tax basis of Hooper common stock received in the Merger would equal its fair market value at the time of the consummation of the Merger, and the holding period of such Hooper common stock would commence the day after the consummation of the Merger.
A U.S. HOLDER OF PROVANT EQUITY INTERESTS SHOULD CONSULT ITS TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABLE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES, AND ANY TAX REPORTING REQUIREMENTS OF THE MERGER AND RELATED TRANSACTIONS IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES.
The NYSE MKT Listing
Hooper common stock currently is listed on the NYSE MKT under the symbol “HH.” Under the Merger Agreement, each party’s obligation to complete the Merger is subject to the satisfaction or waiver by each of the parties, at or prior to the Merger, of various conditions, including that the shares of Hooper common stock to be issued in the Merger have been approved for listing (subject to official notice) on the NYSE MKT, except this condition does not apply if the Hooper common stock is involuntarily delisted by action of the NYSE prior to Closing (as defined in the Merger Agreement).
Anticipated Accounting Treatment
The Merger will be accounted for using the acquisition method of accounting in accordance with ASC 805. GAAP requires that one of the two companies in the Merger be designated as the acquirer for accounting purposes based on the evidence available. Hooper will be treated as the acquiring entity for accounting purposes. In identifying Hooper as the acquiring entity, the companies took into account the ownership structure after the Merger, composition of the board of directors, and the designation of certain senior management positions, including its Chief Executive Officer and Chief Financial Officer. In addition, pursuant to a Voting and Standstill Agreement, the Provant equity holders have agreed for a period ending at the annual meeting of Hooper’s shareholders in June 2019, the Provant equity holders and its affiliates will not make any secondary market purchases of common stock that would raise its total number of Hooper shares above 50% of the total number of outstanding Hooper shares. As a result of the Voting and Standstill Agreement, the Provant equity holders will be contractually unable to exercise control over Hooper’s board of directors for two full annual election cycles following closing of the Merger.
Under the acquisition method of accounting, management of Hooper and Provant have made a preliminary estimated purchase price as described in the note to the unaudited pro forma consolidated financial statements and is subject to change and interpretation. The net tangible and intangible assets acquired and liabilities assumed in connection with the transaction are at their estimated acquisition date fair values. The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. A final determination of these estimated fair values, which cannot be made prior to the completion of the

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transaction, will be based on the actual net tangible and intangible assets of Provant that exist as of the date of completion of the transaction.
Appraisal Rights and Dissenters’ Rights
Holders of Provant equity interests are not entitled to appraisal rights under the Rhode Island Limited Liability Company Act in connection with the Merger. Holders of Hooper common stock are not entitled to appraisal rights under the Business Corporation Law of the State of New York in connection with the Merger.

THE MERGER AGREEMENT
The following is a summary of the material terms of the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. The Merger Agreement has been attached to this proxy statement/prospectus to provide you with information regarding its terms. It is not intended to provide any other factual information about Hooper, Provant, Merger Sub or Provant equity holders. The following description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. You should refer to the full text of the Merger Agreement for details of the Merger and the terms and conditions of the Merger Agreement.
The Merger Agreement contains representations and warranties that Hooper and Merger Sub, on the one hand, and Provant and Provant equity holders, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Merger Agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties in connection with signing the Merger Agreement. While Hooper and Provant do not believe that these disclosure schedules contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Merger Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about Hooper or Provant, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between Hooper and Merger Sub, and Provant and Provant equity holders, and are modified by the disclosure schedules. If Hooper or Provant becomes aware of material facts that contradict the representations and warranties in the Merger Agreement, Hooper or Provant, as applicable, will disclose those material facts in the public filings that it makes with the SEC if it determines that it has a legal obligation to do so.
General
Under the Merger Agreement, Piper Merger Corp., or Merger Sub, a wholly-owned subsidiary of Hooper formed by Hooper in connection with the Merger, will merge with and into Provant, with Provant surviving as a wholly-owned subsidiary of Hooper.
Merger Consideration
At the effective time of the Merger, all of the outstanding equity interests in Provant will be converted solely into the right to receive a number of shares of Hooper common stock, par value $0.04 per share, equal to the total number of shares of Hooper common stock outstanding, less the Requirement Shares (as defined below) and the Banker Shares (as defined below) to the extent each are issued prior to the closing (the “Merger Shares”). Hooper expects to issue 10,448,849 Merger Shares.
As a condition to increasing its term loan financing to Hooper at closing of the Merger, Hooper’s current term lender, SWK Funding LLC (“SWK”), requires Hooper to raise $3.5 million by issuing new shares of Hooper common stock (the “Requirement Shares”) in exchange for cash by the time of closing of the Merger, or within 90 days thereafter. Provant equity holders have agreed to purchase at closing of the Merger up to, but no more than, half of the Requirement Shares on the same

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terms as the other investors in the Requirement Shares. As a part of its effort to sell the Requirement Shares, Hooper conducted a private offering (the “2017 Private Offering”) in which it issued 1,712,500 shares at a price of $0.80 plus one-half warrant per share, with the warrants having a strike price of $1.35 per share (the “Requirement Share Warrants”). These warrants are exercisable for a period of four years from the date of issuance but are not exercisable during the first six months after closing of the 2017 Private Offering. Pursuant to this proxy statement/prospectus, Hooper is asking the Hooper shareholders to approve the issuance of any Requirement Shares not issued prior to closing of the Merger and the issuance of shares of Hooper’s common stock upon exercise of any Requirement Share Warrants. If all of the Requirement Shares are sold on the terms described in this paragraph, Hooper will issue 4,375,000 Requirement Shares and issue Requirement Share Warrants exercisable for 2,187,500 shares of Hooper’s common stock.
Certain members of Seller intend to invest $2.5 million (“Pre-Closing Capital”) in Seller, which will lend the Pre-Closing Capital to Provant prior to the Merger in the form of subordinated, convertible debt bearing interest at 8.25% that will be converted to equity in Seller immediately prior to closing of the Merger; provided, however, that to the extent that Hooper’s net debt, as described in the Merger Agreement, immediately prior to closing of the Merger is less than negative $6.9 million if the closing is prior to May 15, 2017 or less than negative $6.5 million if the closing is on or after May 15, 2017, the amount of the Pre-Closing Capital that converts to equity in Seller prior to closing of the Merger will be reduced on a dollar-for-dollar basis, with such non-converted debt becoming a non-convertible post-closing obligation of the surviving entity in the Merger, subordinated to the secured borrowings of Hooper and the surviving entity.
Hooper and Provant are in discussions with their respective investment bankers to accept Hooper common stock in exchange for a portion of the bankers’ fees (the “Banker Shares”). The Banker Shares will be issued immediately after, and conditioned on, closing of the Merger, so they will not be counted for purposes of determining the number of Merger Shares that are issued to the Provant equity holders.
As a result of these transactions, it is anticipated that the former Provant equity holders will hold approximately 48% of Hooper’s approximately 26.5 million outstanding shares of common stock at, or within 90 days following, closing of the Merger.
The Merger Agreement does not include a price-based termination right, and there will be no adjustment to the total number of shares of Hooper common stock that Provant equity holders will be entitled to receive for changes in the market price of Hooper common stock. Accordingly, the market value of the shares of Hooper common stock issued pursuant to the Merger will depend on the market value of the shares of Hooper common stock at the time the Merger closes, and could vary significantly from the market value on the date of this proxy statement/prospectus.
At the effective time of the Merger, the holder of all of the Provant equity interests that were outstanding immediately prior to the effective time of the Merger, will cease to have any rights as an equity holder of Provant. From and after the effective time of the Merger, Provant equity interests will be deemed to represent only the right to receive shares of Hooper common stock.
Directors and Officers of Hooper Following the Merger
Pursuant to the Merger Agreement, it is anticipated that the directors of Hooper upon the consummation of the Merger will be: Ronald V. Aprahamian, Larry Ferguson, Henry E. Dubois, Thomas Watford, Frank Bazos, Stephen Marquardt and Paul Daoust.
It is anticipated that the executive officers of Hooper upon the consummation of the Merger will be: Henry E. Dubois (Chief Executive Officer), Mark Clermont (President and Chief Operating Officer), Steven R. Balthazor (Chief Financial Officer and Treasurer) and Heather Provino (Chief Strategy Officer).
Organizational Documents Following the Merger
Pursuant to the Merger Agreement, the articles of organization and operating agreement of Provant will continue to be the articles of organization and operating agreement of the survivor following the Merger. The certificate of incorporation of

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Hooper, as amended, and the bylaws of Hooper, as amended, will continue to be the certificate of incorporation and bylaws of Hooper following the Merger.
Conditions to the Completion of the Merger
Each party’s obligation to complete the Merger is subject to the satisfaction or waiver by each of the parties, at or prior to the Merger, of various conditions, which include the following:
The Merger Shares, the Post-Merger Requirement Shares, the Banker Shares and the Century Warrant Shares shall have been approved for issuance by the Hooper shareholders as described in this proxy statement/prospectus;
No order, stay, judgment, injunction or decree issued by any court or Governmental Authority (as defined in the Merger Agreement) of competent jurisdiction of the federal government of the United States of America or any state thereof prohibiting the consummation of the transactions contemplated by the Merger Agreement shall be in effect, and no Governmental Authority shall have instituted any proceeding seeking any such order, stay, judgment, injunction or decree and such proceeding remains unresolved;
The Form S-4 Registration Statement filed in connection with the Merger shall have been declared effective by the SEC in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC, and no proceeding for that purpose shall have been initiated or threatened by the SEC;
The Merger Shares shall have been approved for listing (subject to official notice of issuance) on the NYSE MKT, except this condition does not apply if the Hooper common stock is involuntarily delisted by action of the NYSE prior to the Closing (as defined in the Merger Agreement)
Consummation and funding of the term and revolving credit facilities for which Hooper has received commitment letters in connection with the Merger Agreement.
In addition, the obligation of Hooper and Merger Sub to complete the Merger is further subject to the satisfaction or waiver of the following conditions:
Each of the representations and warranties of Provant and Seller contained in ARTICLE III of the Merger Agreement shall be true and correct as of the closing of the Merger, with certain exceptions and qualifications as set forth in Section 6.2(a) of the Merger Agreement;
Provant and Seller shall have performed in all material respects the covenants and agreements, and shall have made all the deliveries, required to be performed by each of them under the Merger Agreement at or prior to the closing of the Merger;
Hooper shall have received a certificate signed on behalf of Provant by Provant’s Chief Executive Officer or the Chief Financial Officer certifying that the conditions set forth immediately above have been satisfied; and
Since the date of the Merger Agreement, there shall not have occurred any Material Adverse Effect as defined in the Merger Agreement.
In addition, the obligation of Provant and Seller to complete the Merger is further subject to the satisfaction or waiver of the following conditions:
Each of the representations and warranties of Hooper and Merger Sub contained in ARTICLE IV of the Merger Agreement shall be true and correct as of the closing of the Merger, with certain exceptions and qualifications as set forth in Section 6.3(a) of the Merger Agreement;
Hooper and Merger Sub shall have performed in all material respects the covenants and agreements, and shall have made all the deliveries, required to be performed by each of them under the Merger Agreement at or prior to the closing of the Merger;
Provant shall have received a certificate signed on behalf of Hooper by Hooper’s Chief Executive Officer or Chief Financial Officer certifying that the conditions set forth immediately above have been satisfied;
Since the date of the Merger Agreement, there shall not have occurred any Parent Material Adverse Effect as defined in the Merger Agreement;
Repayment of all of Provant’s indebtedness to Silicon Valley Bank, N.A.;

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The initial Century Guaranty Warrant, the Century Subordinated Debt and the Credit Facility Side Letter, all as defined in the Merger Agreement, shall have been issued to Century and the Seller Guaranty, as defined in the Merger Agreement, issue to SWK shall be on the terms and conditions as set forth in the Merger Agreement.
Representations and Warranties
The Merger Agreement contains customary representations and warranties of Hooper, Provant and Seller for a transaction of this type relating to, among other things:
corporate organization and power, and similar corporate matters;
authority to enter into the Merger Agreement and the related agreements;
capitalization;
except as otherwise specifically identified in the Merger Agreement, the fact that the consummation of the Merger would not contravene or require the consent of any third party;
with respect to Hooper, the valid issuance in the Merger of the Hooper common stock;
financial statements and with respect to Hooper, documents filed with the SEC and the accuracy of information contained in those documents;
real property and leaseholds;
intellectual property;
title to assets, and the sufficiency and condition of assets;
licenses, permits and compliance with applicable laws;
litigation;
employee and labor matters and benefit plans;
insurance matters;
tax matters;
material contracts to which the parties are a party and any violation, default or breach to such contracts;
environmental and healthcare law compliance;
any brokerage or finder’s fee or other fee or commission in connection with the Merger;
operations since December 31, 2015 and the absence of material changes or events;
customers and suppliers;
accounts receivable;
affiliate transactions; and
no undisclosed liabilities.
The representations and warranties are, in many respects, qualified by materiality and knowledge, and will not survive the Merger, but their accuracy forms the basis of one of the conditions to the obligations of the parties to the Merger Agreement to complete the Merger.
No Solicitation
Each party to the Merger Agreement agreed that, subject to limited exceptions, that it will not, and will cause its Representatives (as defined in the Merger Agreement) not to, directly or indirectly:
solicit, initiate or knowingly encourage or facilitate (including by way of furnishing information) the submission of any inquiries, proposals or offers that constitute or could reasonably be expected to lead to, any “acquisition proposal” as defined in the Merger Agreement;
engage in any discussions or negotiations with respect to any “acquisition proposal” as defined in the Merger Agreement;
otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or provide access to such party’s books, records, properties or employees or furnish to any person any nonpublic or confidential information or data with respect to any “acquisition proposal” as defined in the Merger Agreement;

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approve or recommend an “acquisition proposal” as defined in the Merger Agreement or any agreement, arrangement or understanding relating to an acquisition proposal (or resolve or authorize or propose to agree to do any of the foregoing);
enter into any merger agreement, letter of intent, confidentiality agreement, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement, understanding or arrangement relating to an “acquisition proposal” as defined in the Merger Agreement; or
enter into any agreement, understanding or arrangement, whether or not in writing or binding on any party, requiring such Party to abandon, terminate or fail to consummate the merger or breach its obligations hereunder or resolve, authorize, propose or agree to do any of the foregoing.
An “acquisition proposal” means any inquiry, proposal, or offer from any person relating to any direct or indirect acquisition, in one transaction or a series of transactions, including by way of any Merger, consolidation, tender offer, exchange offer, binding share exchange, business combination, sale or substantially all assets, recapitalization, restructuring, investment, liquidation, dissolution, or similar transaction, of (i) assets that constitute or represent 20% or more of the total assets or total revenues of the applicable party, or (ii) 20% or more of the applicable party’s outstanding equity interests.
However, before obtaining the Hooper shareholder approval required to consummate the Merger, each party may furnish nonpublic information regarding such party to, and may enter into discussions or negotiations with, any third party in response to a bona fide written acquisition proposal made or received after the date of the Merger Agreement, which such party’s board of directors determines in good faith, after consultation with a nationally recognized independent financial advisor, if any, and its outside legal counsel, constitutes or is reasonably likely to result in a “superior offer,” as defined below, if:
neither such party nor any representative of such party has breached the no solicitation provisions of the Merger Agreement described above;
such party’s board of directors concludes in good faith, based on the advice of outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of the fiduciary duties of such board of directors under applicable legal requirements;
such party gives the other party at least two business days’ prior notice of the identity of the third party and of that party’s intention to furnish information to, or enter into discussions or negotiations with, such third party before furnishing any information or entering into discussions or negotiations with such third party;
such party receives from the third party an executed confidentiality agreement containing provisions at least as favorable to such party as those contained in the confidentiality agreement between Hooper and Provant; and
at least two business days’ prior to the furnishing of any information to a third party, such party furnishes the same information to the other party to the extent not previously furnished and a list of all nonpublic information to be furnished to such person.
A “superior offer” means a bona fide written offer by a third party to enter into a Merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction as a result of which either the party’s shareholders prior to such transaction in the aggregate cease to own at least 50% of the voting securities of the entity surviving or resulting from such transaction, or the ultimate parent entity thereof, or in which any individual, entity or governmental body or “group,” as defined under applicable securities laws, directly or indirectly acquires beneficial or record ownership of securities representing 50% or more of the party’s capital stock, or a sale, lease, exchange transfer, license, acquisition or disposition of any business or other disposition of at least 50% of the assets of the party or its subsidiaries, taken as a whole, in a single transaction or a series of related transactions that was not obtained or made as a direct or indirect result of a breach, or violation, of the Merger Agreement, and is on terms and conditions that the board of directors of the party receiving the offer determines in its reasonable good faith judgment, after obtaining and taking into account such matters as the board of directors deems relevant following consultation with its outside legal counsel and financial advisor, if any:
is reasonably likely to be more favorable, from a financial point of view, to that party’s shareholders than the terms of the Merger and the transactions contemplated by the Merger Agreement; and

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is reasonably capable of being consummated.
The Merger Agreement also provides that each party will promptly advise the other of the status and terms of, and keep the other party informed in all material respects with respect to, any acquisition proposal or any acquisition inquiry.
Prior to the approval of the issuance of additional shares in connection with the Merger Agreement, a party must do the following to pursue a superior offer:
promptly notify the other party in writing at least five (5) business days of its intention to take a Company Adverse Recommendation Change, Parent Adverse Recommendation Change (both terms are as defined in the Merger Agreement), or in either case, enter into an acquisition agreement with respect to a superior offer, which notice will state expressly that such party taking the action has received an acquisition proposal and it intends to one of the aforementioned actions;
attach to such notice the most current version of the proposed agreement and the identity of the third party making such superior offer;
be available, prior to the approval of additional shares pursuant to the Merger Agreement, to negotiate with the other party in good faith to make such adjustments in the terms and conditions of the Merger Agreement so that the acquisition proposal ceases to constitute a superior offer if the other party, in its discretion, proposes to make such adjustments; and
the Board of Directors of such party receiving the superior offer determines in good faith, after consulting with outside legal counsel and its financial advisor, that such acquisition proposal continues to constitute a superior offer after taking into account any adjustments made by the other party since receiving notice of the superior offer.
Meetings of Shareholders
Hooper is obligated under the Merger Agreement to call, give notice of and hold a special meeting of its shareholders for the purposes of adopting and approving the Merger Agreement and considering the issuance of shares of Hooper common stock, and the Merger.
Covenants; Conduct of Business Pending the Merger
Provant agreed that it will conduct its business in the ordinary course in accordance with past practices and take other agreed-upon actions. Provant also agreed that, subject to certain limited exceptions, without the consent of Hooper, it will not, during the period prior to consummation of the Merger:
adopt or propose any amendments to Provant’s articles of organization, operating agreement or other organizational or governing documents;
create, form, or acquire any equity interest in any subsidiary entity;
adjust, split, combine, recapitalize, or reclassify any of its membership or other equity interests;
declare, set aside, make, or pay any dividend or distribution (whether in cash, equity interests, property, or any combination thereof) on any of its membership or other equity interests (other than in liquidation of Seller);
create, incur, assume or agree to create, incur, assume or guarantee, any indebtedness;
institute any increase in, amend, enter into, terminate or adopt any employee benefit plan, other than as required by any such existing plan or by applicable law;
make any changes in the compensation of the officers or employees of Provant;
make any change in the accounting principles, methods, practices or policies applied in the preparation of the audited financial statements of Provant for the years ended December 31, 2016 and 2015;
sell, lease, transfer, license, pledge or otherwise dispose of tangible or intangible assets having a fair market value in excess of $10,000, individually, or $25,000 in the aggregate, or create or suffer to exist any lien on any of the assets of Provant;

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enter into any employment, severance or similar contract or agreement with any partner, officer, consultant, independent contractor or employee of Provant or independent contractor otherwise rendering services to the Provant’s business, involving any payments for an amount in excess of $10,000, individually, or $25,000, in the aggregate;
enter into any other transaction or contract or agreement with any affiliate of Provant or Seller, or enter into any collective bargaining agreement;
make any loan, advance or capital contribution to or cash investment in any Person, other than advances to employees in the ordinary course of business consistent with past practice for travel and similar business expenses;
write down or write up the value of any asset by more than $10,000, individually, or $25,000 in the aggregate;
commence or settle any action or claim asserting losses in excess of $20,000, individually, or $40,000, in the aggregate, against any other person;
(i) settle or compromise any material tax claim, audit, or assessment, (ii) make or change any material tax election, change any annual tax accounting period, or adopt or change any method of tax accounting, (iii) amend any material tax Returns or file claims for material tax refunds, or (iv) enter into any material closing agreement, surrender in writing any right to claim a material tax refund, offset or reduction in Tax liability or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to Provant or its subsidiaries;
amend, modify, terminate or enter into any “material contract” as defined in the Merger Agreement;
repay in cash any convertible indebtedness;
make any distributions to the Seller; or
enter into any contract or agreement to do any of the foregoing.
Hooper agreed that it will conduct its business in the ordinary course consistent with past practices and take other agreed-upon actions. Hooper also agreed that, subject to certain limited exceptions, without the consent of Provant, it will not, during the period prior to the consummation of the Merger:
adopt or propose any amendments to Hooper’s or Merger Sub’s Certificate of Incorporation, Bylaws, or other organizational or governing documents;
create, form, or acquire any equity interest in any subsidiary entity;
adjust, split, combine, recapitalize, or reclassify any of its stock or other equity interests;
issue, sell, pledge, dispose of, or encumber any shares of Hooper common stock or securities convertible into or exchangeable for shares of Hooper common stock, whether directly or indirectly, other than (i) the issuance of shares of Hooper common stock upon the exercise of any Parent Equity Awards as defined in the Merger Agreement outstanding as of the date of the Merger Agreement in accordance with its terms, and (ii) the issuance of Parent Equity Awards granted subsequent to the date hereof under Parent Stock Plans as defined in the Merger Agreement in the ordinary course of business consistent with past practice;
declare, set aside, make, or pay any dividend or distribution (whether in case, equity interests, property, or any combination thereof) on any of the common stock of Hooper;
create, incur, assume or agree to create, incur, assume or guarantee, any indebtedness;
institute any increase in, amend, enter into, terminate or adopt any employee benefit plan, other than as required by any such existing plan or by applicable law;
make any changes in the compensation of the officers or employees of Hooper or any of its consolidated subsidiaries;
make any change in the accounting principles, methods, practices or policies applied in the preparation of the consolidated financial statements (including any related notes thereto and the unqualified report and certification of Hooper’s independent auditors) contained in Hooper’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2015;
sell, lease, transfer, license, pledge or otherwise dispose of tangible or intangible assets having a fair market value in excess of $10,000, individually, or $25,000 in the aggregate, or create or suffer to exist any lien on any of Hooper’s assets;
enter into any employment, severance or similar contract or agreement with any partner, officer, consultant, independent contractor or employee of Hooper or any of its consolidated subsidiaries or independent contractor

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otherwise rendering services to Hooper’s business, involving any payments for an amount in excess of $10,000, individually, or $25,000, in the aggregate;
enter into any other transaction or contract or agreement with any affiliate of Hooper or any of its consolidated subsidiaries, or enter into any collective bargaining agreement;
make any loan, advance or capital contribution to or cash investment in any person, other than advances to employees in the ordinary course of business consistent with past practice for travel and similar business expenses;
write down or write up the value of any asset by more than $10,000, individually, or $25,000 in the aggregate;
commence or settle any action or claim asserting losses in excess of $20,000, individually, or $40,000, in the aggregate, against any other person;
(i) settle or compromise any material Tax claim, audit, or assessment, (ii) make or change any material Tax election, change any annual Tax accounting period, or adopt or change any method of Tax accounting, (iii) amend any material Tax Returns or file claims for material Tax refunds, or (iv) enter into any material closing agreement, surrender in writing any right to claim a material Tax refund, offset or reduction in Tax liability or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to Hooper or its consolidated subsidiaries;
amend, modify, terminate or enter into any material contract;
declare or pay any dividends to the holders of Hooper common stock; or
enter into any contract or agreement to do any of the foregoing.
Non-Solicit
Seller agrees that for a period of one (1) year from and after the closing of the Merger, neither Seller nor any equity holder of Seller (collectively, the “Restricted Parties”) shall directly or indirectly, induce or attempt to induce any executive employee of the business of Hooper or any of its consolidated subsidiaries to leave the employ of such entity; provided, however, that the foregoing restriction shall not prohibit any Restricted Party or any company with which any of the foregoing is affiliated either (a) from making general solicitations for employment not directly targeted at such employees and hiring any employee who responds to such solicitation or (b) from soliciting or hiring any person who ceased to be an employee of Hooper or any of its consolidated subsidiaries at least six months prior thereto.
Other Agreements
Each of the parties to the Merger Agreement has agreed to use its commercially reasonable efforts to:
take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the Merger Agreement;
as promptly as practicable, make or obtain (as applicable), from any Governmental Authority (as defined in the Merger Agreement) or other person, all notices, filings, consents, waivers, approvals, authorizations, permits or orders required to be made or obtained by such party in connection with the authorization, execution and delivery of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement;
prevent the issuance of, or lift or rescind, any judgment, injunction, order, decree or ruling or the taking of any action by any Governmental Authority (defined in the Merger Agreement) that could materially adversely affect the ability of the parties hereto to consummate the transactions contemplated by the Merger Agreement;
not take any action, or knowingly omit to take any action, that would be reasonably likely to result in any of the conditions to the closing of the transactions contemplated by the Merger Agreement not being satisfied; and
in the event that any action or proceeding relating to the transactions contemplated by the Merger Agreement is commenced, whether before or after the date of the Merger Agreement, cooperate to defend vigorously against it and respond thereto.
Each party to the Merger Agreement agrees to keep the other parties apprised of the status of matters relating to completion of the transactions contemplated by the Merger Agreement, including promptly furnishing the other parties with copies of notices

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or other communications received by such party, or any of their respective subsidiaries, from any third party and/or any Governmental Authority (as defined in the Merger Agreement) whose consent is required, or alleging that the consent of such third party or Governmental Authority is or may be required, with respect to the transactions contemplated by the Merger Agreement.
Each party to the Merger Agreement agrees to give prompt notice to the others of (i) the occurrence or non-occurrence of any fact or event which would be reasonably likely (x) to cause any representation or warranty contained in the Merger Agreement to be untrue or inaccurate in any material respect at any time from the date of the Merger Agreement to the closing of the Merger or (y) to cause any covenant, condition or agreement under the Merger Agreement not to be complied with or satisfied and (ii) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under the Merger Agreement.
Provant agrees to obtain and deliver to Hooper at or prior to the closing of the Merger the resignation of each director of Provant. Hooper agrees that, effective at the closing of the Merger, the board of directors of Hooper will obtain such resignations and make such appointments as may be required to ensure that the officers and the composition of the board of directors of Hooper are as follows: Ronald V. Aprahamian, Larry Ferguson, Henry E. Dubois, Thomas Watford, Frank Bazos, Stephen Marquardt and Paul Daoust.
Each of the parties to the Merger Agreement agrees that all press releases or other public communications of any nature whatsoever relating to the transactions contemplated by the Merger Agreement, and the method of the release for publication thereof, shall be subject to the prior mutual approval in writing of Hooper and Provant, subject to certain exceptions.
Termination
The Merger Agreement may be terminated at any time before the completion of the Merger, whether before or after the required shareholder approvals to complete the Merger have been obtained, as set forth below:
by mutual written consent of the parties to the Merger Agreement;
by any party to the Merger Agreement if the closing to the Merger shall not have occurred by the date that is six (6) months after the date of the Merger Agreement (subject to possible extension as provided in Section 8.1 of the Merger Agreement, the “End Date”); provided, however, that this right to terminate the Merger Agreement shall not be available to Hooper, on the one hand, or to Seller and Provant, on the other hand, if such party’s action or failure to act has been a principal cause of the failure of the closing of the Merger to occur on or before the End Date and such action or failure to act constitutes a breach of the Merger Agreement; and provided, further, that, in the event that the SEC has not declared effective under the Securities Act the Form S-4 Registration Statement by the date which is sixty (60) days prior to the End Date, then any party shall be entitled to extend the End Date for an additional sixty (60) days;
by any party if a court of competent jurisdiction or other Governmental Body (as defined in the Merger Agreement) shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the closing of the transactions contemplated by the Merger Agreement;
by any party if the meeting of the Hooper shareholders described in this proxy statement/prospectus (including any adjournments and postponements thereof) shall have been held and completed and the shareholders shall have failed to approve the issuance of the Hooper common stock in connection with the Merger;
by Hooper or Merger Sub if Provant shall have approved, endorsed, or recommended any “acquisition proposal” as defined in the Merger Agreement with respect to Seller or if Seller or Provant shall have entered into any letter of intent or similar document or any contract relating to any “acquisition proposal” as defined in the Merger Agreement with respect to Seller (each is referred to as a “Provant Triggering Event”);
by Hooper if Hooper enters into an acquisition agreement in respect of a superior offer;
by Seller or Provant if:

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o
the board of directors of Hooper or Merger Sub shall have approved, endorsed, or recommended any “acquisition proposal” as defined in the Merger Agreement with respect to Hooper or Merger Sub;
o
Hooper or Merger Sub shall have entered into any letter of intent or similar document or any contract relating to any “acquisition proposal” as defined in the Merger Agreement with respect to Hooper or Merger Sub; or
o
the board of directors of Hooper shall have failed to recommend that Hooper’s shareholders vote to approve the issuance of Hooper common stock in connection with the Merger, shall have for any reason withdrawn or modified in a manner adverse to Seller or Provant its recommendation, or shall have failed to include its recommendation in Hooper’s proxy statement filed in connection with the Merger (each of the foregoing clauses is referred to as a “Hooper Triggering Event”).
by Provant if Provant enters into an acquisition agreement in respect of a superior offer;
by Hooper or Merger Sub, upon a breach of any representation, warranty, covenant or agreement on the part of Seller or Provant set forth in the Merger Agreement, or if any representation or warranty of Seller or Provant shall have become inaccurate, in either case such the conditions to the obligations of Hooper or Merger Sub to consummate the Merger related thereto would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate (each is referred to as a “Provant Breach”); and
by Seller or Provant, upon a breach of any representation, warranty, covenant or agreement on the part of Hooper set forth in this Agreement, or if any representation or warranty of Hooper shall have become inaccurate, in either case such the conditions to the obligations of Seller or Provant to consummate the Merger related thereto would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate (each is referred to as a “Hooper Breach”).
Expenses and Termination Fees
All fees and expenses incurred in connection with the Merger Agreement shall be paid by the party to the Merger Agreement incurring such expenses, whether or not the closing of the Merger occurs; provided, that if the Merger occurs, Hooper agrees to pay all fees and expenses incurred by Seller and Provant to their advisors in connection with the Merger Agreement; and provided further, that Hooper agrees to pay all filing and application fees payable to the NYSE MKT in connection with the listing of the Hooper common stock to be issued in connection with the Merger; provided, further, that Seller and Hooper shall share equally all fees and expenses incurred in relation to the printing (e.g., paid to a financial printer) and filing with the SEC of this proxy statement/prospectus and any amendments or supplements thereto.
If the Merger Agreement is terminated by Hooper or Merger Sub in the event of a Provant Triggering Event or if the Merger Agreement is terminated by Provant because Provant entered into an acquisition agreement in respect to a superior offer, Seller shall pay to Hooper, within five (5) Business Days after termination, the greater of (i) a nonrefundable fee in the amount of $500,000 or (ii) the aggregate amount of fees and expenses incurred in connection with the Merger Agreement by Hooper and Merger Sub up to a maximum of $750,000 (supported by true and correct copies of reasonable documentation provided by Hooper).
If the Merger Agreement is terminated by Seller or Provant in the event of a Hooper Triggering Event or if the Merger Agreement is terminated by Hooper because Hooper entered into an acquisition agreement in respect to a superior offer, Hooper shall pay to the Seller, within five (5) Business Days after termination, the greater of (i) a nonrefundable fee in the amount of $500,000 or (ii) the aggregate amount of fees and expenses incurred in connection with the Merger Agreement by Seller and Provant up to $750,000 (supported by true and correct copies of reasonable documentation provided by Seller).
If the Merger Agreement is terminated by Hooper or Merger Sub in the event of a Provant Breach, Seller shall pay to the Parent, within five (5) Business Days after termination, aggregate amount of fees and expenses incurred in connection with the Merger Agreement by Hooper and Merger Sub (supported by true and correct copies of reasonable documentation provided by Hooper), not including any fees paid to financial advisors (but including any expense reimbursements paid to financial advisors) up to a maximum of $750,000.

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If the Merger Agreement is terminated by Seller or Provant in the event of a Hooper Breach or the Merger Agreement is terminated by either party because the Hooper shareholders did approve the issuance of shares pursuant to the Merger Agreement, Hooper shall pay to Seller, within five (5) Business Days after termination, the aggregate amount of fees and expenses incurred in connection with the Agreement by Seller and Provant (supported by true and correct copies of reasonable documentation provided by Seller), not including any fees paid to financial advisors (but including any expense reimbursements paid to financial advisors) up to a maximum of $750,000.
If the Merger Agreement is terminated by any party because the closing has not occurred within six (6) months of the date of the Merger Agreement and prior to such termination, an acquisition proposal with respect to Provant shall have been publicly disclosed or otherwise made or communicated to Provant or Provant’s board and within twelve (12) months following the date of such termination of the Merger Agreement, Provant or its equity holder shall have entered into a definitive agreement with respect o an acquisition proposal with respect to Provant, or any acquisition proposal with respect to Seller shall have been consummated, then in such even Provant shall, within five (5) Business Days, pay to Hooper the greater of (i) a nonrefundable fee in the amount of $500,000 or (ii) the aggregate amount of fees and expenses incurred in connection with the Merger Agreement by Hooper up to $750,000 (supported by true and correct copies of reasonable documentation provided by Hooper), less any amounts previously paid to the Hooper.
If the Merger Agreement is terminated,
by Provant because of a Hooper Breach and the Hooper shareholders did not approve the issuance of shares pursuant to the Merger Agreement;
by any party because the closing has not occurred within six (6) months of signing the Merger Agreement and the shareholders did not approve the issuance of shares pursuant to the Merger Agreement; and
by any party if the shareholders did not approve the issuance of shares pursuant to the Merger Agreement
and within twelve (12) months following the date of such termination of the Agreement, Hooper or its stockholders have entered into a definitive agreement with respect to an acquisition proposal with respect to Hooper, or any acquisition proposal with respect to Hooper has been consummated, then Hooper shall, within five (5) Business Days, pay to Provant the greater of (i) a nonrefundable fee in the amount of $500,000 or (ii) the aggregate amount of fees and expenses incurred in connection with the Merger Agreement by Hooper up to $750,000 (supported by true and correct copies of reasonable documentation provided by Provant), less any amounts previously paid to the Provant.
If either party fails to pay when due any amount payable by such party, then (i) such party shall reimburse the other party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by the other party of its rights and (ii) such party shall pay to the other party interest on such overdue amount at a rate per annum equal to the “prime rate” (as announced by Bank of America) in effect on the date such overdue amount was originally required to be paid.
Amendment

The Merger Agreement may be amended by the written agreement of the parties.

AGREEMENTS RELATED TO THE MERGER
Voting and Standstill Agreement
Effective at the closing of the Merger, Hooper and Seller will enter into a Voting and Standstill Agreement in the form attached to this proxy statement/prospectus as Annex C (the “Voting and Standstill Agreement”). The Voting and Standstill Agreement will provide that:

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the board of directors of Hooper will consist of seven (7) directors from the closing of the Merger until the earlier of (i) the annual meeting of Hooper’s Shareholders to be held in 2018, and (ii) June 30, 2018;
Seller will have the right to nominate three directors of Hooper for election at the 2017 and 2018 annual meetings of Hooper’s shareholders;
the directors of Hooper in office immediately prior to Closing (except for Tom Watford) who continue in office after the Merger and any new directors nominated by such directors under the provisions of the Voting and Standstill Agreement (the “Continuing Directors”) will have the right to nominate three directors of Hooper for election at the 2017 and 2018 annual meetings of Hooper’s Shareholders;
Seller and the Continuing Directors will have the right to jointly nominate one director of Hooper, who shall be Tom Watford unless he declines or fails to serve, for election at the 2017 and 2018 annual meetings of Hooper’s Shareholders;
Hooper will include such nominees in its proxy statement for the 2017 and 2018 annual meetings of Hooper’s Shareholders;
Seller will vote all shares of Hooper common stock that it owns in favor of the foregoing nominees at the 2017 and 2018 annual meetings of Hooper’s shareholders;
Seller and its affiliates will not acquire any shares of Hooper common stock, whether through open-market purchases, private purchases, or otherwise, except for acquisitions of newly issued shares of Hooper common stock directly from Hooper, that would cause Seller to own more than fifty percent (50.0%) of the total number of shares of Hooper common stock then outstanding until the earlier of the (i) the annual meeting of Hooper’s shareholders to be held in 2019, and (ii) June 30, 2019; and
Seller will not take any action to prevent Hooper from raising any new equity from investors other than Seller if Hooper’s board of directors so desires until the earlier of the (i) the annual meeting of Hooper’s shareholders to be held in 2019, and (ii) June 30, 2019; provided, however, that Seller and its affiliates will have the opportunity to purchase its pro rata portion of such offering on the same terms and conditions of such offering.
Financing Commitments
Hooper has received commitment letters for financing to support the Merger and provide working capital to the combined company. Upon closing of the Merger, SWK will provide Hooper with a $6.5 million, five year term loan at LIBOR plus 12.5%, a reduction of 150 basis points from Hooper’s current term facility. Principal repayments will start in the first quarter of 2019. In addition, upon closing of the Merger, Hooper’s current asset based credit facility will be expanded from $7.0 million to $10.0 million with an accordion to $15.0 million during high-volume months.
In addition, SWK has agreed to provide a $2.0 million seasonal revolving credit facility, which would be guaranteed by Century. In exchange for its guarantee, Century will receive a warrant at closing of the Merger for $200,000 worth of Hooper common stock based on the five-day average trading price of the Common Stock immediately prior to closing (the “10% Warrant”). If the guarantee is called, Century would receive an additional warrant for $1.8 million worth of Hooper common stock based on the five-day average trading price of the Hooper common stock immediately prior to issuance (the “90% Contingent Warrant”). The 10% Warrant and the 90% Contingent Warrant will be exercisable for seven years and will each have a strike price equal to the average trading price used to determine the number of shares subject to such warrant. The 10% Warrant will not be exercisable during the first year after closing of the Merger. Also upon a call of the guarantee, Hooper would issue a note for $2.0 million to Century bearing interest at the lesser of 25% or the highest allowable legal rate.

MATTERS BEING SUBMITTED TO A VOTE OF THE HOOPER SHAREHOLDERS
Proposal No. 1: Approval of the issuance of the Merger Shares
At the Hooper special meeting of shareholders, Hooper shareholders will be asked to approve the issuance of a number of shares of Hooper common stock equal to the total number of shares of Hooper common stock outstanding, less the

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Requirement Shares (as defined below) and the Banker Shares (as defined below) to the extent each are issued prior to the closing, to the Provant equity holders pursuant to the Merger Agreement (the “Merger Shares”). It is anticipated that the former Provant equity holders will hold approximately 48% of Hooper’s approximately 26.5 million outstanding shares of common stock at, or within 90 days following, closing of the Merger.
The terms of, reasons for and other aspects of the issuance of the Merger Shares are described in detail in the other sections in this proxy statement/prospectus.
Required Vote
The affirmative vote of the holders of a majority of the shares of Hooper common stock having voting power present in person or represented by proxy at the Hooper special meeting of shareholders, assuming a quorum is present, is required for approval of Proposal No. 1.
THE HOOPER BOARD OF DIRECTORS RECOMMENDS THAT THE HOOPER SHAREHOLDERS VOTE “FOR” PROPOSAL NO. 1 TO APPROVE THE MERGER SHARES. EACH OF PROPOSAL NOS. 1, 2, 3 and 4 ARE CONDITIONED UPON EACH OTHER.
Proposal No. 2: Approval of the issuance of the Post-Merger Requirement Shares
At the Hooper special meeting of shareholders, Hooper shareholders will be asked to approve the issuance of shares of Hooper common stock with a value of up to $3.5 million in satisfaction of the conditions of SWK in connection with the closing of the Merger (the “Requirement Shares”), less the number of any Requirement Shares issued prior to closing of the Merger, plus one-half warrant per Requirement Share (and the shares of Hooper common stock issuable upon the exercise of such warrants) (collectively, the “Post-Merger Requirement Shares”).
The terms of, reasons for and other aspects of the issuance of the Post-Merger Requirement Shares are described in detail in the other sections in this proxy statement/prospectus.
Required Vote
The affirmative vote of the holders of a majority of the shares of Hooper common stock having voting power present in person or represented by proxy at the Hooper special meeting of shareholders, assuming a quorum is present, is required for approval of Proposal No. 2.
THE HOOPER BOARD OF DIRECTORS RECOMMENDS THAT THE HOOPER SHAREHOLDERS VOTE “FOR” PROPOSAL NO. 2 TO APPROVE THE POST-MERGER REQUIREMENT SHARES. EACH OF PROPOSAL NOS. 1, 2, 3 and 4 ARE CONDITIONED UPON EACH OTHER.
Proposal No. 3: Approval of the issuance of the Banker Shares
At the Hooper special meeting of shareholders, Hooper shareholders will be asked to approve the issuance of up to 1,200,000 shares of Hooper common stock to the investment bankers of Hooper and Provant in payment of a portion of their fees (the “Banker Shares”).
The terms of, reasons for and other aspects of the issuance of the Banker Shares are described in detail in the other sections in this proxy statement/prospectus.
Required Vote

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The affirmative vote of the holders of a majority of the shares of Hooper common stock having voting power present in person or represented by proxy at the Hooper special meeting of shareholders, assuming a quorum is present, is required for approval of Proposal No. 3.
THE HOOPER BOARD OF DIRECTORS RECOMMENDS THAT THE HOOPER SHAREHOLDERS VOTE “FOR” PROPOSAL NO. 3 TO APPROVE THE BANKER SHARES. EACH OF PROPOSAL NOS. 1, 2, 3 and 4 ARE CONDITIONED UPON EACH OTHER.
Proposal No. 4: Approval of the issuance of the Century Warrant Shares
At the Hooper special meeting of shareholders, Hooper shareholders will be asked to approve the issuance of a warrant to be issued to Century Focused Fund III, L.P. (“Century”) upon closing of the Merger, for $200,000 worth of Hooper common stock based on the five-day average trading price of the Hooper common stock immediately prior to closing, in exchange for Century’s guarantee of a $2.0 million seasonal revolving credit facility to be provided by SWK upon closing (and the shares of Hooper common stock issuable upon the exercise of such warrant), and an additional warrant to be issued to Century if Century is called, for $1.8 million worth of Hooper common stock based on the five-day average trading price of the Hooper common stock immediately prior to issuance (and the shares of Hooper common stock issuable upon the exercise of such warrant) (collectively, the “Century Warrant Shares”).
The terms of, reasons for and other aspects of the issuance of the Century Warrant Shares are described in detail in the other sections in this proxy statement/prospectus.
Required Vote
The affirmative vote of the holders of a majority of the shares of Hooper common stock having voting power present in person or represented by proxy at the Hooper special meeting of shareholders, assuming a quorum is present, is required for approval of Proposal No. 4.
THE HOOPER BOARD OF DIRECTORS RECOMMENDS THAT THE HOOPER SHAREHOLDERS VOTE “FOR” PROPOSAL NO. 4 TO APPROVE THE CENTURY WARRANT SHARES. EACH OF PROPOSAL NOS. 1, 2, 3 and 4 ARE CONDITIONED UPON EACH OTHER.
Proposal No. 5: Approval of the Third Amended and Restated Omnibus Incentive Plan
Upon the recommendation of the Hooper Compensation Committee, the Hooper board of directors has adopted the Third Amendment and Restated Hooper Holmes, Inc. 2011 Omnibus Incentive Plan (the “Third Amended and Restated Omnibus Incentive Plan”) and is submitting the Third Amended and Restated Omnibus Incentive Plan to the Hooper shareholders for approval. The Third Amended and Restated Omnibus Incentive Plan, a copy of which is attached hereto as Annex D, amends and restates the Second Amended and Restated Hooper Holmes, Inc. 2011 Omnibus Incentive Plan (the “Omnibus Plan”). If Proposal No. 5 is approved by the Hooper shareholders, the Third Amended and Restated Omnibus Incentive Plan will increase the number of shares available for issuance under the Omnibus Plan from 633,333 shares of Hooper common stock, of which 239,028 shares are presently unissued, to 3,650,000 shares of Hooper common stock, of which 3,255,695 will be unissued immediately following the approval of the Third Amended and Restated Omnibus Incentive Plan. The Third Amended and Restated Omnibus Incentive Plan also will increase the total number of shares subject to performance-based conditions that may be issued to any one individual in a single year from 133,333 shares of Hooper common stock to 500,000 shares of Hooper common stock. These increases will enable Hooper to continue its practice of using non-cash equity incentives as part of the overall compensation structure for its directors, executive officers, and consultants.
A summary of the terms of the Third Amended and Restated Omnibus Incentive Plan is described in detail in the other sections in the section titled “Management Following the Merger—Executive Compensation—Equity Incentive Plans” in this proxy statement/prospectus.

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Required Vote
The affirmative vote of the holders of a majority of the shares of Hooper common stock having voting power present in person or represented by proxy at the Hooper special meeting of shareholders, assuming a quorum is present, is required for approval of Proposal No. 5. If the shareholders do not approve the Third Amended and Restated Omnibus Incentive Plan, it will not be implemented but Hooper reserves the right to adopt such other compensation plans and programs as Hooper deems appropriate and in the best interests of the company and its shareholders.
THE HOOPER BOARD OF DIRECTORS RECOMMENDS THAT THE HOOPER SHAREHOLDERS VOTE “FOR” PROPOSAL NO. 5 TO APPROVE THE THIRD AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN.
Proposal No. 6: Approval of Possible Adjournment of the Hooper Special Meeting of Shareholders
If Hooper fails to receive a sufficient number of votes to approve Proposal Nos. 1, 2, 3, 4 and 5, Hooper may propose to adjourn the Hooper special meeting of shareholders, for a period of not more than 30 days, for the purpose of soliciting additional proxies to approve Proposal Nos. 1, 2, 3, 4 and 5. Hooper currently does not intend to propose adjournment at the Hooper special meeting if there are sufficient votes to approve Proposal Nos. 1, 2, 3, 4 and 5.
The affirmative vote of the holders of a majority of the shares of Hooper common stock having voting power present in person or represented by proxy at the Hooper special meeting of shareholders (even if less than a quorum) is required to approve the adjournment of the Hooper special meeting for the purpose of soliciting additional proxies to approve Proposal Nos. 1, 2, 3, 4 and 5.
THE HOOPER BOARD OF DIRECTORS RECOMMENDS THAT THE HOOPER SHAREHOLDERS VOTE “FOR” PROPOSAL NO. 6 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL NOS. 1, 2, 3, 4 AND 5.

HOOPER BUSINESS
Overview
Hooper was founded in 1899. Hooper is a publicly-traded New York corporation whose shares of common stock are listed on the NYSE MKT (HH). Hooper’s corporate headquarters are located in Olathe, Kansas. Over the last 40+ years, Hooper’s business focus has been on providing health risk assessment services. With the acquisition of Accountable Health Solutions, Inc. (“AHS”) (the “AHS Acquisition”) in 2015, Hooper has expanded to also provide corporate wellness and health improvement services. This uniquely positions Hooper to transform and capitalize on the large and growing health and wellness market as one of the only publicly-traded, end-to-end health and wellness companies.
Hooper provides on-site screenings and flu shots, laboratory testing, risk assessment, and sample collection services to individuals as part of comprehensive health and wellness programs offered through organizations sponsoring such programs including corporate and government employers, health plans, hospital systems, health care management companies, wellness companies, brokers and consultants, disease management organizations, reward administrators, third party administrators, clinical research organizations and academic institutions. Through Hooper’s comprehensive health and wellness services, it also provide telephonic health coaching, access to a wellness portal with individual and team challenges, data analytics, and reporting services. Hooper contracts with health professionals to deliver these services nationwide, all of whom are trained and certified to deliver quality service. Hooper leverages its national network of health professionals to support the delivery of other similar products and services.
The majority of large employers that offer health benefits today also offer at least some wellness programs in an effort to promote employee health and productivity as well as to reduce health related costs. Through screenings, plan sponsors help

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employees learn of existing and/or potential health risks. Through corporate wellness, they provide education and health improvement tools and personalized challenges. Program sponsors also gain the ability to systematically reward employees for good, healthy behaviors and for actual health enhancement metrics. Some common examples of these rewards include reductions in annual medical premiums, contributions to an employee’s Health Savings Account (HSA), and credits that are redeemable through an online merchandise mall. By combining both the screening and corporate wellness services under a single organization, Hooper creates a seamless, end-to-end experience for members and drives improved engagement and outcomes for its clients.
Today, Hooper services approximately 200 direct clients representing nearly 3,000 employers and up to 1,000,000 participants. In 2016, Hooper delivered nearly 500,000 screenings and is on track to continue year-over-year revenue growth through a combination of its direct, channel partner, and clinical research organization partners as well as through the addition of new customers.
Hooper operates under one reporting segment. Hooper’s screening services are subject to some seasonality, with the third and fourth quarters typically being its strongest quarters due to increased demand for screenings from mid-August through November related to annual benefit renewal cycles. Hooper’s health and wellness service operations are more constant, though there are some variations due to the timing of the health coaching programs which are billed per participant and typically start shortly after the conclusion of onsite screening events. In addition to Hooper’s screening and health and wellness services, Hooper generates ancillary revenue through the assembly of medical kits for sale to third parties.
Hooper believes that the overall market for its screening and health and wellness services is growing and expects it will continue to grow with the increased nationwide focus on healthcare, cost-containment and well-being/productivity initiatives.
Rights Offering
On January 25, 2016, Hooper received $3.4 million in cash, net of issuance costs, in additional equity by issuing 2,601,789 shares of its common stock, $0.04 par value, through a rights offering to current shareholders which was used to fund working capital.
Additional Equity Contributions
On March 28, 2016, Hooper received $1.2 million in cash, net of issuance costs, in additional equity by issuing 666,667 shares of its common stock, $0.04 par value, to 200 NNH, LLC, (“200 NNH”) a new private investor, which was used to fund working capital. Pursuant to the Stock Purchase Agreement between Hooper and 200 NNH, there is a lock-up period of 18 months, during which time 200 NNH cannot sell the shares acquired.
Beginning on September 15, 2016, Hooper received $1.7 million in cash, net of issuance costs, in additional equity by issuing 1,388,889 shares of its common stock, $0.04 par value, and warrants (the “Private Offering Warrants”) to purchase up to an additional 1,388,889 shares of its common stock at an exercise price of $2.00 per share to various investors in a private offering (the “Private Offering”). The proceeds from the Private Offering were used to fund working capital.
Reverse Stock Split
On June 15, 2016, Hooper completed a one-for-fifteen reverse stock split, in order to regain compliance with the NYSE MKT’s minimum market price requirement. As a result, the share and per share information for all periods presented in this proxy statement/prospectus have been adjusted to reflect the impact of the reverse stock split. The reverse stock split did not affect the total number of authorized shares of common stock of 240,000,000 shares or the par value of our common stock at $0.04. Accordingly, an adjustment was made between additional paid-in-capital and common stock in the consolidated balance sheet to reflect the new values after the reverse stock split.
Liquidity

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The accompanying consolidated financial statements have been prepared assuming that Hooper will continue as a going concern (which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future). The uncertainty regarding Hooper’s ability to generate sufficient cash flows and liquidity to fund operations raises substantial doubt about its ability to continue as a going concern within one year after issuance date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. See Note 2 to the Hooper consolidated financial statements included with this proxy statement/prospectus , and within the Liquidity and Capital Resources section in Hooper Management’s Discussion and Analysis of Financial Condition and Results of Operations in this proxy statement/prospectus for further discussion.
Description of Services
Hooper’s screening services are performed primarily at employee work locations, typically referred to as onsite screenings, for groups of all sizes, or for individual employees at remote work locations or residences. Hooper provides many options for screening individuals at remote work locations or residences through our national network of health professionals as well as through its agreements with local retail clinics and lab testing centers. The information collected from Hooper’s services is used by its customers to measure the populations they manage, identify risks in those populations, target intervention programs, promote positive lifestyle behaviors, and measure the results of their health and care management programs.
Hooper’s screening services include:
scheduling of individual and group screenings and organizing health and wellness events;
end-to-end screening event management;
provision and fulfillment of needed supplies (e.g., examination kits, blood pressure cuffs, stadiometers, scales, centrifuges) at screening events;
ScreeningProTM tablet technology that streamlines the screening experience for participants eliminating the need to fill out paper forms;
performing screenings (e.g., height, weight, body mass index, the taking of a person’s hip, waist and neck measurements, as well as his or her pulse and blood pressure) and blood draws via venipuncture or fingerstick;
administration of flu shots, cotinine and other specialized testing;
coordination of lab testing of blood specimens and other fluids;
onsite participant wellness coaching;
onsite health consultation services via Wellness Support NowSM program with ability to promote other wellness program initiatives during those meaningful face-to-face teachable moments;
data processing and transmission;
analytics to identify critical values of lab tests and notification services to individuals and customers to better manage risk;
the delivery of other onsite or in-home services, including health professional administration of EEG tests; and
support of data collection for academic and clinical research organizations.
Hooper’s comprehensive health and wellness services include:
screening services noted above;
access to a wellness portal;
wellness assessments;
incentive management services;
year-round education, activities, and individual and team challenges;
telephonic health coaching for lifestyle and health risk improvement;
data analytics and reporting services;
communication and engagement services; and
wellness program advisory services.

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Hooper provides patient results on an expedited basis through its web portal that enables participants to access test results within 48 hours of the screening.
In addition to screening and health and wellness services, Hooper generates ancillary revenue through the assembly of medical kits for sale to third parties.
Market Conditions and Strategic Initiatives
Hooper’s operating results for the past two years are discussed more fully in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in this proxy statement/prospectus.
The health and care management industry continues to grow. For every dollar invested in health and wellness programs, employers are seeing a positive return due to the reduced health risks and the associated costs for their employees, improved employee productivity and morale, as well as being an attractive employee benefit to potential new employees.
The PwC 2016 Health and Well-being Touchstone survey indicates that wellness is the #1 area of investment and #1 strategy for employers with 76% of employers offering wellness programs, many of which have expanded into well-being programs. The most common wellness initiatives are health risk questionnaires (80%), followed by biometric screening (77%), physical activity programs/fitness discounts (73%), and tobacco cessation programs (73%). Physical activity/fitness programs and tobacco cessation are approaching similar levels of prevalence as health risk assessments and biometric screenings.
The latest 2015 survey on wellness programs from Fidelity Investments and the National Business Group on Health (NBGH) reveals that employers are continuing to expand their corporate health improvement and wellness programs to improve employee health and create a more positive workplace culture. Almost 80 percent of employers are offering wellness and health improvement programs, spending on average a record $693 per worker. According to the survey, the three most popular incentive-based health improvement programs for 2015 are biometric screenings (72% of employers plan to offer this program), health risk assessments (70%), and physical activity programs (54%). Companies are also rewarding employees for participation. In 2015, 81% of employees received at least some amount of incentives, which is up from 73% in 2014.
There is also a growing trend to expand wellness programs beyond physical activity to focus on other well-being factors that impact productivity such as emotional stress and financial challenges. According to the survey noted previously from NBGH, more employers are investing in “total wellbeing” programs that address areas such as financial and emotional health. The survey revealed employers are adding programs that help employees manage stress, improve their resiliency, and assist with their financial challenges, recognizing a ‘healthy’ employee may be affected by non-health factors, focusing beyond solely physical health. In 2016, Hooper launched an enhanced wellness and health improvement platform that delivers more meaningful, holistic wellbeing solutions. The new Year Round Wellbeing Program delivers twelve months of impactful health-related educational content, personal activities and challenges, and more, focused on the core areas of wellbeing: nutrition, physical activity, reducing stress, and managing personal finances.
There are barriers to achieving employers’ goals regarding such wellness programs including motivating participants to participate in screenings and to change their lifestyle based on these results, the unpredictability of health care costs, and the efficacy of health and wellness programs to manage these costs as well as government regulations managing the health of an aging workforce. Through its risk assessment and risk management services, Hooper helps companies identify and stratify risk of individuals for enrollment in care management programs. Through its health and wellness services, Hooper tailors and personalizes education and interventions, promotes positive lifestyle behavior changes, and measures and rewards risk reduction.
Sales and Marketing
Hooper builds its customer base through the typical sales management processes, with referrals being the largest source of new business closely followed by traditional requests for proposals. After Hooper qualifies new potential customers, it markets its

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wellness solutions to “power and focus” their wellness programs while supporting their goal of integrating health and well-being into their organizational culture. This may take many forms, from a basic biometric screening to identifying potential health challenges for a participant to address on their own or with their family physician, to robust coaching and life changing activities that Hooper’s screenings drive participants into. Hooper’s onsite coaching and engagement services, post screening, answer many basic health questions and help thousands of participants “engage” in the appropriate programs offered by their employers to improve their health. Hooper’s telephonic coaching services allow participants to build their own personalized goals with achievable action steps and a plan to track progress toward those goals, with education and motivation along the way. Hooper’s wellness portal and communication/engagement services allow employers to promote their own wellness program and goals along with year-round health and wellness education, seminars, and challenges to support those goals and help build a greater focus on health and wellness company wide.
Hooper believes its fully integrated, end-to-end health and wellness solution gives it several competitive advantages in the market. Additionally, in 2016, Hooper has:
increased participant access with the addition of CVS MinuteClinic® for biometric screenings;
began marketing additional value-add services as part of Hooper’s onsite screenings including flu shots, cotinine and other specialized testing including A1C and other many more flexible options;
expanded Hooper’s Wellness Support Now onsite health consulting services, extending the program to its Channel Partner clients allowing them to increase enrollment into their health coaching programs, cut operational participant outreach costs, and improve the member experience;
increased the value of Hooper’s wellness services with the expansion of its wellness and health improvement platform (the Year Round Wellbeing Program), delivering twelve months of impactful health-related educational content, personal activities and challenges and more, focused on the core areas of wellbeing: nutrition, physical activity, reducing stress and managing money;
leveraged Hooper’s national network of health professionals to support the delivery of other onsite or in-home services, including our new agreement with a predictive analytics company where its health professionals will deliver onsite or in-home Electroencephalogram (EEG) tests, which data will be sent to the company’s decision support tool to enable physicians to provide more personalized care to patients based on their brain waves;
secured a multi-year contract extension with one of Hooper’s largest clinical research partners; and
expanded use of Hooper’s proprietary ScreeningProTM tablet technology that streamlines the screening experience for participants and eliminates paperwork.
Given Hooper’s additional capabilities and its diversified sales approaches - direct business, channel partners, and clinical research organizations (CROs) - Hooper continues to identify additional areas to leverage its assets to further expand into targeted adjacent markets with substantial opportunity and a favorable competitive landscape.
Hooper’s strategic alliance with CRL gives us additional access to an expanded panel of laboratory testing and product offerings. Hooper also enhanced participant reporting to give its customers more data. Hooper’s sales force and support staff were also realigned to provide more meaningful resources for new large employers, brokerages and wellness organizations, and clinical research customers.
Hooper believes that it is well-positioned for continued growth in the health and care management market given its unique set of assets, our proprietary IT system, its expertise and offerings in the health and wellness market, and its national network of quality health professionals. However, the success of Hooper’s screening and health and wellness operations will also depend in part upon the success of its sponsors and their health and care management initiatives to encourage employers to adopt wellness programs based on screening results.
Information Technology
Information technology (“IT”) systems are the foundation that enables all aspects of Hooper’s business. Hooper continues to enhance its IT systems as the need for services, products, and technology requirements advance. Hooper firmly believes that

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technology can be a competitive differentiator for it. Hooper’s screening teams utilize a proprietary customer order, tracking, and scheduling system that is central to its operations. Hooper continues to leverage ScreeningProTM in conjunction with mobile device technology as the preferred method of accurately collecting data at the point of care to accelerate data transmission and drive meaningful behavior change. Data integrity is driven by the Laboratory Information Management system that meticulously inspects and secures screening results for expedient delivery to customers. In addition, Hooper’s health and wellness teams leverage a proprietary portal platform that can be easily customized to service the diverse needs of its client base. Hooper is investing in improving its IT operating systems and expertise to enable innovation that meets or exceeds the needs of its customers.
During 2016, Hooper continued the use of a state- of-the-art underground autonomous data center that employs three-factor biometric entrance security, 24x7 camera monitoring, and a highly resilient power grid solution that includes a centralized uninterrupted power supply with redundant generator backing. Hooper also continued to utilize its highly available and secure private cloud operating environment leveraging converged infrastructure that has maintained a core uptime of 100% for three years running. In addition, next generation security technologies provide robust security measures that extend into all layers of Hooper’s IT systems and products. As we look ahead to 2017, efforts will continue around innovation to drive efficiencies and advance Hooper’s technological capabilities in the health and wellness market.
Major Customers
Net sales to Hooper’s two largest customers in 2016 and 2015, American Healthways Services, Inc. (“Healthways”) and IncentiSoft Solutions, LLC (“Incentisoft”), were just over 30% of consolidated revenue. No other customers accounted for more than 10% of consolidated revenue in any of these fiscal years. Hooper has agreements with each of its customers, although these agreements do not provide for specific minimum levels of purchase.
Competition
Hooper’s competition is largely fragmented. For screenings, it consists primarily of private companies who provide screenings in certain geographies in the United States. There are a small number of competitors who Hooper believes have the ability to service customers nationally. For health and wellness, there are a number of companies in this space including established wellness and care management providers, startup companies, health plans that offer their own proprietary solutions and more. Many of these companies outsource key elements of their programs, leaving Hooper as one of the only health and wellness providers that offers a fully integrated, end-to-end screening and wellness solution.
In addition to direct screening and health and wellness sales (i.e., direct contracts with corporate and government employers, health plans, hospital systems, etc.), Hooper provides screening services for many health care management companies, wellness companies, brokers and consultants, disease management organizations, reward administrators, and third party administrators (Hooper’s “channel partner” customers). Several of the health and care management companies and wellness companies, in turn, serve their own suite of large employer groups, allowing Hooper to tap into new business through these indirect sub-contractor relationships. Hooper also provides specialized screening and data collection services for clinical research organizations and academic institutions across the country.
Leaders within the wellness market win on technology, engagement, and outcomes. Hooper believes the combination of the Hooper Holmes infrastructure, screening capabilities, and national network of experienced health professionals with AHS’s scalable technology and engagement platform, health coaches, and analytics tools positions Hooper to become a leader in a growing health and wellness market.
Governmental Regulation
Hooper is subject to federal and state regulations relating to the collection, testing, transportation, handling, and disposal of the various specimens obtained in the course of a wellness screening. The health professionals Hooper utilizes are subject to

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certain licensing and certification requirements and regulations with respect to the drawing of blood and needle disposal. In addition, many of the services Hooper provides are subject to certain provisions of the Health Information Portability and Accountability Act of 1996, as amended (“HIPAA”), and other federal and state laws relating to the privacy of health and other personal information.
Employees
As of December 31, 2016, Hooper employed approximately 200 full time employees to perform activities other than direct health screenings. Hooper also utilizes part-time employees and independent third parties to fulfill its operations.

Properties

Hooper leases its corporate headquarters in Olathe, Kansas under an operating lease which expires in 2018.  As of December 31, 2016, Hooper was in default on two leased properties assigned to it through the AHS Acquisition in Des Moines, IA and Indianapolis, IN under operating leases which also expire in 2018.  Hooper has determined that neither lease is necessary for its operations, so it is working with the Des Moines and Indianapolis landlords to terminate both leases on mutually acceptable terms.

Hooper is obligated, and in default as of December 31, 2016, under a lease related to the discontinued Hooper Holmes Services operations center through 2018 and has ceased use of this facility.  Hooper has recorded a facility closure obligation $0.4 million as of December 31, 2016, in the consolidated balance sheet related to this lease, which is recorded in other current and long-term liabilities in the consolidated balance sheet.  Hooper has subleased out part of this space and is also working with this landlord to terminate the lease on mutually acceptable terms.

Hooper believes that, in general, its facilities are suitable and adequate for its current and anticipated future levels of operations and are adequately maintained.  Hooper believes that if it were unable to renew a lease on any of its facilities, it could find alternative space at competitive market rates and relocate its operations to such new location without material disruption to its business.

Legal Proceedings

Hooper, in the normal course of business, is a party to various claims and other legal proceedings.  In the opinion of Hooper’s management, Hooper has legal defenses and/or insurance coverage (subject to deductibles) with respect to all of its pending legal actions.  If Hooper’s management believes that a material loss not covered by insurance arising from these actions is probable and can reasonably be estimated, Hooper may record the amount of the estimated loss or, if a loss cannot be estimated but the minimum liability may be estimated using a range and no point is more probable than another, Hooper may record the minimum estimated liability.  As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary.  Hooper’s management believes that the ultimate outcome of all pending legal actions, individually and in the aggregate, will not have a material adverse effect on Hooper’s financial position that is inconsistent with its loss reserves or on its overall trends in results of operations.  However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur that exceed any amounts reserved for such losses.  If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.
General Information
Hooper Holmes, Inc. is a New York corporation. As of December 31, 2016, Hooper’s principal executive offices were located at 560 North Rogers Road, Olathe, Kansas 66062. Hooper’s telephone number in Olathe, Kansas is (913) 764-1045. Hooper’s website address is www.hooperholmes.com. Hooper has included its website address as an inactive textual reference only. The information on Hooper’s website is not incorporated by reference into this proxy statement/prospectus.

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Hooper files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any document that Hooper files with the SEC at the SEC’s Public Reference Room located at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding companies that file electronically with the SEC. The SEC’s website is www.sec.gov. Hooper also make available free of charge, through its website, Hooper’s annual reports on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K, its proxy statements, the Form 3, 4 and 5 filings of its directors and executive officers, and all amendments to these reports and filings, as soon as reasonably practicable after such material is electronically filed with the SEC.

PROVANT BUSINESS
Overview
Founded in 2001, Provant is a privately owned, Rhode Island limited liability company, with headquarters in East Greenwich, Rhode Island. Since Provant’s founding, Provant’s business focus has been on providing employee biometric screenings, flu immunization, and other wellness services such as health coaching, member platform and incentive management to public and private institutions. To deliver Provant’s onsite services of biometric screenings and immunizations, Provant has built a network of health providers, enabling Provant to deliver services nationally. In addition to onsite screenings and immunizations, Provant has also secured remote access to a network of laboratories and retail partners across the U.S. for screenings and flu immunizations for members who do not have access to, or cannot attend, an onsite screening event.
In addition to onsite and remote screenings and immunizations, Provant provides engagement and reward services to its clients in the form of onsite, digital and telephonic health coaching, a member well-being platform, incentive management, and other ancillary wellness services, such as analytics and custom communications support for both corporate and government employers. Over the past four years, Provant has made substantial internal investments to build proprietary technology that enables employees of clients to participate in wellness programming and to be rewarded for specific activities, outcomes and behaviors. The combination of onsite service delivery capabilities and remote employee engagement and reward technology enhances Provant’s value proposition to its customers.
Provant is engaged by the organizations sponsoring wellness programs, including corporate and government employers, wellness companies, brokers and consultants. Provant provides these services through its employees and its national network of trained and certified health professionals. In addition to Provant’s direct business, Provant services other wellness companies and health plans with a private label solution.
Provant has approximately 130 clients, approximately 120 of which are direct clients of Provant, with the remainder served through wellness companies, brokers, and consultants. Approximately seventy-five percent of the total number of Provant’s direct clients are administrative services only or self-insured.
Through wellness programming, clients of Provant help their employees learn of existing and potential health risks, and can provide tools and incentives to address these risks. Employers in turn benefit from lower health insurance claims costs, increased productivity, increased employee satisfaction, retention and decreased absenteeism.
Provant’s screening and flu immunization revenue has some seasonality exposure, with fourth quarter sales typically the strongest, due both to increased demand from September through December related to common annual benefit renewal cycles and to timeliness of flu immunizations. Provant’s revenues from telephonic health coaching, member platform, and incentive management exhibit less seasonality, and are based on a per-eligible-member-per-month revenue model.
PricewaterhouseCoopers’s Health and Well-being Touchstone Survey results published in June 2016 indicates that 76 percent of employers surveyed offer wellness programs, and 89 percent of large employers (defined as 5,000 employees or more) offer

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these programs. Wellness programs continue to grow in popularity among large and mid-size employers. Provant has benefited from these trends, with Provant’s top five direct clients in 2016 each being ranked in the top 200 of the Fortune 500 list.
Description of Services
Provant provides onsite screenings and flu immunizations, screenings and flu immunizations through retail or laboratory partners, onsite, digital and telephonic health coaching, wellness portal and incentive management, and other ancillary wellness services through corporate and government employers, as well as channel partners. Onsite services are provided through Provant’s national network of trained and certified health professionals.
Provant’s biometric screening and flu immunization services are typically performed at employee work locations for groups of all sizes, or for individual employees at remote work locations or residences, and are performed by health professionals in its national network. Provant also has agreements with retail clinic partners and national laboratories to provide employees with screenings and immunizations when they are unable to attend an onsite event. The information collected through onsite events or at offsite retail locations are used by the employees to address potential health risks that were identified, as well as by Provant’s employer customers to monitor the health of their covered lives.
Biometric screening and flu immunization services offered by Provant include:
End-to-end biometric screening and flu immunization management;
Proprietary scheduling software that allows scheduling of appointments;
Proprietary tablet technology that utilizes a connected web application accessed through multi-band private WIFI routers;
Biohazard waste management;
State and federal regulatory compliance;
Provision and fulfillment of needed supplies (e.g., examination kits, blood pressure cuffs, stadiometers, scales, centrifuges) at screening events;
Performing screenings, such as height, weight, body mass index, the taking of a person’s waist measurements, as well as pulse and blood pressure, and blood draws by means of venipuncture or finger stick, all of which are performed by Provant’s health professionals;
Coordination of lab testing of blood specimens and other fluids;
Providing onsite participant wellness counseling;
Expanded onsite health consultation services through Provant’s health coaches, with ability to promote other wellness program initiatives during those consultations;
Data management and processing, including transmission of results to client partners; and
Analytics to identify critical values of lab tests and notification services to individuals and customers to better manage health risks.
The wellness portal and incentive management technology products that Provant is able to offer its clients include:
A configurable wellness portal that provides member-level access to that member’s wellness data and services;
Real-time access to biometric screening data;
Integration with many wearable or blue tooth enabled health device and health applications;
Incentive management through an incentive rules engine that leverages available data sources, including biometric data, member activity data, wearable trackers data, and any specified other third-party data provided by a client;
Incentive services including suggested behavioral alternatives and dispute management;
Rewards management including gift cards, HSOA contributions, and connections to a rewards store;
Incentive reporting and data transmissions to the client partner including payroll processors;
Flexible integration with a variety of partner services that allow extension of core functionality to include broader well-being services as market needs evolve; and
Access to features in both a mobile-responsive website and hybrid mobile applications available on the iOS and Android platforms.

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The onsite and telephonic coaching services that Provant is able to offer its clients include:
Personalized health management plans;
One-on-one consultations with credentialed health professionals;
Access to clinical care plans in 13 chronic health conditions such as diabetes, cardiovascular disease, musculoskeletal injury, hypertension, hyperlipidemia and metabolic syndrome;
Access to specialized care plans for tobacco cessation and pregnancy;
Reasonable alternative coaching programs; and
Lifestyle coaching.
Provant also provides other ancillary wellness program services including analytics, program communications, health education, data and reporting, and program services. Revenues from these services make up a small portion of Provant’s overall business.
Market Conditions and Strategic Initiatives
The operating results of Provant for the past several years are discussed more fully in the section titled “Provant Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
As noted in the Overview above, PricewaterhouseCoopers’s Health and Well-being Touchstone Survey results, published in June 2016, indicate that 76 percent of employers surveyed offer wellness programs, and 89% of large employers (defined as 5,000 employees or more) offer such programs.
According to IBISWorld’s 2016 Corporate Wellness Services market research report, the corporate wellness services industry experienced growth over the past five years as employers purchased wellness programs to help lower healthcare costs and reduce absenteeism related to chronic conditions. Efficacy of wellness programs are dependent on employee participation rates. To increase utilization among employees, employers have implemented incentive programs. The IBISWorld report indicates that the industry is expected to exhibit robust growth over the next five years as more businesses adopt wellness programs, with forecasted revenue growth at an annual rate of 3.3 percent to 2021.
We believe Provant is well positioned to capture the growth in the employee wellness industry. Through biometric screening and flu immunization services, Provant helps participants identify and take measures against health risks. Through ongoing engagement solutions delivered through Provant’s wellness portal and incentive management technology, Provant personalizes intervention and monitoring programs that promote, guide and support healthy lifestyle choices.
Sales and Marketing
Beginning in 2014 and throughout 2015, Provant made the strategic decision to invest in internal resources to build proprietary wellness portal technology, referred to as ProvantOne, to enhance the value generated by its clients’ wellness programming. In the first quarter of 2016, Provant began transitioning clients who purchased the wellness portal as part of their wellness program service offering through Provant from a third-party platform to ProvantOne. Provant also began offering ProvantOne to new prospective clients. The new technology allowed Provant to complement its onsite screening and immunization service delivery capabilities with remote, ongoing participant engagement. Provant recently completed the development of its next generation of wellness portal, referred to as Humology, and has begun marketing to its existing and prospective clients.
Provant develops its customer base using conventional sales management procedures. Provant markets to employers directly as well as through channel partners such as benefits brokers, benefits consultants, health plans and other wellness companies. Most direct clients of Provant purchase a comprehensive suite of wellness solutions that include a combination of two or more of the following: biometric screenings, flu immunizations, health coaching, wellness portal, data management, and incentive management. Certain large clients will unbundle their wellness program vendors and purchase one or more products from Provant.

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Information Technology
Provant’s information technology systems are used to support internal processes in delivering services to customers and to support technology products that its customers purchase. Provant continues to work to enhance these information technology capabilities in order to maintain its scalability as it grows. Provant has received Service Organization Control (SOC) 2 Type 1 certification and is working to achieve Service Organization Control (SOC) 2 Type 2 certification.
Technology used to support Provant’s onsite service delivery includes:
Proprietary scheduling software that allows members and onsite contacts to easily set up appointments for themselves and eligible family members;
Proprietary tablet technology that leverages a connected web application accessed through multi-band private WIFI routers;
Optical Character Recognition(OCR) technology that supports automated member linking of e-fax and paper based data from third party sources; and
Application hosting in a Tier-1 data center.
Technology used to support Provant’s wellness portal and incentive management products includes:
Automated processing of data provided by clients and their partners to constantly update key demographics of eligible platform users;
Multi-tenant application model with scalable database, application and web server architecture;
Data level integration between master operational databases and client facing applications to assure timely and accurate information; and
Application hosting in a Tier-1 data center.
Enhancements made to Provant’s information technology infrastructure include:
Fully enabled mobile applications for iOS and Android platforms;
Enhanced ability to integrate with wellness partners, including solutions for nutrition and sleep wellness;
Enhanced ability to connect to and from the wellness portal and scheduling software by means of SAML 2.0 SSO connections;
Updated portal user interface, providing more flexible configuration for clients; and
Real-time connection between screening tablet technology and portal allowing almost instantaneous access to biometric screening results.
Major Customers
Net sales to Provant’s 3 largest customers in 2016, JPMorgan Chase, General Dynamics, and Pacific Gas and Electric, were 50% of Provant’s total revenue. Net sales to Provant’s 3 largest customers in 2015, JPMorgan Chase, General Dynamics, and Pacific Gas and Electric, were 42% of Provant’s total revenue. Net sales to Provant’s 3 largest customers in 2014, JPMorgan Chase, Pacific Gas and Electric, and Optum, were 44% of Provant’s total revenue. Provant typically has multi-year contracts with its direct customers and works with many of its customers on renewals in advance of contract expirations.
Competition
Provant’s competitors include public and private companies that provide onsite wellness services, coaching services or technology-enabled wellness products. The market of wellness solutions providers is fragmented. For onsite services, Provant’s competitors include established national wellness and care management providers as well as national laboratories. For technology-enabled wellness products such as telephonic health coaching, wellness portal, and incentive management, Provant’s competition includes established healthcare technology providers, start-up companies, as well as carrier-driven disease management programming. Provant addresses the market by providing a comprehensive wellness product suite that offers both onsite services and remote engagement technology.

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Provant also provides wellness services through channel partners such as benefits brokers, benefits consultants, and other wellness companies, primarily to deliver onsite biometric screenings and flu immunizations through Provant’s national health provider network. Provant’s channel partners in turn serve their own employer clients.
Governmental Regulation
Provant is subject to federal and state regulations relating to the collection, testing, transportation, handling, and disposal of the various specimens obtained in the course of a wellness screening, such as Clinical Laboratory Improvement Amendments (“CLIA”). The health professionals Provant utilizes are subject to certain licensing and certification requirements and regulations with respect to the drawing of blood and needle disposal. In addition, many of the services Provant provides are subject to certain provisions of the Health Information Portability and Accountability Act of 1996, as amended (“HIPAA”), and other federal and state laws relating to the privacy of health and other personal information.
CLIA
The Centers for Medicare & Medicaid Services (CMS) regulates all laboratory testing (except research) performed on humans in the U.S. through the Clinical Laboratory Improvement Amendments (CLIA). The Division of Laboratory Services, within the Survey and Certification Group, under the Center for Clinical Standards and Quality (CCSQ) has the responsibility for implementing the CLIA Program. The objective of the CLIA program is to ensure the quality of laboratory testing. Although all clinical laboratories must be properly certified to receive Medicare or Medicaid payments, CLIA has no direct Medicare or Medicaid program responsibilities.
HIPAA, Privacy Laws and Data Security
The federal civil False Claims Act imposes liability on any person or entity who, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal healthcare program. The “qui tam” or “whistleblower” provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government alleging that the defendant has submitted a false claim to the federal government, and to share in any monetary recovery. There are also state law corollaries to the federal False Claims Act. Provant’s activities relating to the manner in which it sells and markets services may be subject to scrutiny under these laws.
As part of the payment-related aspects of Provant’s business, Provant may also undertake security-related obligations arising out of the USA Patriot Act, Gramm-Leach-Bliley Act and the Payment Card Industry guidelines applicable to card systems. These requirements generally require safeguards for the protection of personal and other payment related information.
HIPAA Healthcare Fraud Standards
The HIPAA healthcare fraud statute created a class of federal crimes known as the “federal healthcare offenses,” including healthcare fraud and false statements relating to healthcare matters. The HIPAA healthcare fraud statute prohibits, among other things, executing a scheme to defraud any healthcare benefit program while the HIPAA false statements statute prohibits, among other things, concealing a material fact or making a materially false statement in connection with the payment for healthcare benefits, items or services. Entities that are found to have aided or abetted in a violation of the HIPAA federal healthcare offenses are deemed by statute to have committed the offense and are punishable as a principal.
State Privacy Laws
In addition to federal regulations issued under HIPAA, some states have enacted privacy and security statutes or regulations, or state privacy laws, that govern the use and disclosure of a person’s medical information or records and, in some cases, are more stringent than those issued under HIPAA. These state privacy laws include regulation of health insurance providers and agents, regulation of organizations that perform certain administrative functions such as utilization review or third-party administration, issuance of notices regarding privacy practices, and reporting and providing access to law enforcement

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authorities. These laws may require Provant to modify its operations and procedures to comply with these more stringent state privacy laws or be subject to applicable sanctions.
Consumer Protection laws
Federal and state consumer protection laws are being increasingly enforced by the United States Federal Trade Commission (“FTC”), the Federal Communications Commission (“FCC”), and the various state’s attorneys general to regulate the collection, use, storage and disclosure of personal or patient information, though websites or otherwise, and to regulate the presentation of website content and to regulate direct marketing, including telemarketing and telephonic communication. Courts may also adopt the standards for fair information practices promulgated by the FTC, concerning consumer notice, choice, security and access.
Employees
As of December 31, 2016, Provant employed 131 full-time employees and 33 part-time employees to perform activities other than onsite health screenings, flu immunizations, and health coaching. The health providers that deliver onsite services are employees of Provant. Provant does and may in the future utilize independent third parties to help in service delivery and information technology.

HOOPER MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read together with the section titled “Selected Historical Financial Data of Hooper” in this proxy statement/prospectus and the consolidated financial statements of Hooper and accompanying notes appearing elsewhere in this proxy statement/prospectus. This discussion of the Hooper financial condition and results of operations contains certain statements that are not strictly historical and are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a high degree of risk and uncertainty. Actual results may differ materially from those projected in the forward-looking statements due to other risks and uncertainties that exist in the Hooper operations, development efforts and business environment, including those set forth in the section titled “Risk Factors—Risks Related to Hooper” in this proxy statement/prospectus, the other risks and uncertainties described in the section titled “Risk Factors” in this proxy statement/prospectus and the other risks and uncertainties described elsewhere in this proxy statement/prospectus. All forward-looking statements included in this proxy statement/prospectus are based on information available to Hooper as of the date hereof, and Hooper assumes no obligation to update any such forward-looking statement.
Overview
Hooper provides on-site screenings and flu shots, laboratory testing, risk assessment, and sample collection services to individuals as part of comprehensive health and wellness programs offered through organizations sponsoring such programs including corporate and government employers, health plans, hospital systems, health care management companies, wellness companies, brokers and consultants, disease management organizations, reward administrators, third party administrators, clinical research organizations and academic institutions. Through Hooper’s comprehensive health and wellness services, it also provides telephonic health coaching, access to a wellness portal with individual and team challenges, data analytics, and reporting services. Hooper contracts with health professionals to deliver these services nationwide, all of whom are trained and certified to deliver quality service. Hooper leverages its national network of health professionals to support the delivery of other similar products and services.
Today, Hooper services approximately 200 direct clients representing nearly 3,000 employers and up to 1,000,000 participants. In 2016, Hooper delivered nearly 500,000 screenings and is on track to continue year-over-year revenue growth through a

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combination of its direct, channel partner, and clinical research organization partners as well as through the addition of new customers.
Hooper operates under one reporting segment. Hooper’s screening are subject to some seasonality, with third and fourth quarters typically being its strongest quarters due to increased demand for screenings from mid-August through November related to annual benefit renewal cycles. Hooper’s health and wellness service operations are more constant, though there are some variations due to the timing of the health coaching programs which are billed per participant and typically start shortly after the conclusion of onsite screening events. In addition to Hooper’s screening and health and wellness services, Hooper generates ancillary revenue through the assembly of medical kits for sale to third parties.
We believes that the overall market for its screening and health and wellness services is growing and expects it will continue to grow with the increased nationwide focus on healthcare, cost-containment and well-being/productivity initiatives.
Rights Offering
On January 25, 2016, Hooper received $3.4 million in cash, net of issuance costs, in additional equity by issuing 2,601,789 shares of its common stock, $0.04 par value, through a rights offering to current shareholders which was used to fund working capital.
Additional Equity Contributions
On March 28, 2016, Hooper received $1.2 million in cash in additional equity by issuing 666,667 shares of its common stock, $0.04 par value, to 200 NNH, LLC, (“200 NNH”) a new private investor, which was used to fund working capital. Pursuant to the Stock Purchase Agreement between Hooper and 200 NNH, there is a lock-up period of 18 months, during which time 200 NNH cannot sell the shares acquired.
Beginning on September 15, 2016, Hooper received $1.7 million in cash, net of issuance costs, in additional equity by issuing 1,388,889 shares of its common stock, $0.04 par value, and warrants (the “Private Offering Warrants”) to purchase up to an additional 1,388,889 shares of its common stock at an exercise price of $2.00 per share to various investors in a private offering (the “Private Offering”). The proceeds from the Private Offering were used to fund working capital.
Reverse Stock Split
On June 15, 2016, Hooper completed a one-for-fifteen reverse stock split, in order to regain compliance with the NYSE MKT’s minimum market price requirement. As a result, the share and per share information for all periods presented in this proxy statement/prospectus have been adjusted to reflect the impact of the reverse stock split. The reverse stock split did not affect the total number of authorized shares of common stock of 240,000,000 shares or the par value of our common stock at $0.04. Accordingly, an adjustment was made between additional paid-in-capital and common stock in the consolidated balance sheet to reflect the new values after the reverse stock split.
Liquidity
The accompanying financial statements have been prepared assuming that Hooper will continue as a going concern (which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future). The uncertainty regarding Hooper’s ability to generate sufficient cash flows and liquidity to fund operations raises substantial doubt about its ability to continue as a going concern within one year after issuance date of the financial statements. The Hooper financial statements do not include any adjustments that might result from the outcome of this uncertainty. See Note 2 to the Hooper consolidated financial statements and within the Liquidity and Capital Resources section in Hooper Management’s Discussion and Analysis of Financial Condition and Results of Operations in this proxy statement/prospectus for further discussion.

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Business Outlook for 2017
Hooper believes there are significant growth opportunities for its screening and health and wellness services. During 2016, Hooper expanded its capabilities further to include administration of flu shots, cotinine testing, and other specialized testing and is exploring other offerings for delivery through its health professional network. In late 2016, Hooper also announced a new agreement with a predictive analytics company that has developed a decision support system to help physicians reduce trial and error treatment in mental health. Under this agreement, Hooper’s health professionals will deliver onsite or in-home Electroencephalogram (EEG) tests, which data will be sent to Hooper’s decision support tool to enable physicians to provide more personalized care to patients based on their brain waves.
The United States spends more on healthcare than any other country, with more than 80% of healthcare costs due to chronic conditions. With the focus on health care cost management and the risk of reduced productivity in the workplace from health issues arising among the employee population, Hooper believes employers of all sizes will adopt health and wellness programs at an increasing rate. Hooper expects the market for health and wellness to grow over the next three to five years, and believes that Hooper is well positioned to increase revenues from its screening and other related services given its unique set of assets, including its proprietary health and wellness technology platform and its national network of health professionals. However, the success of health and wellness will also depend in part upon the success of Hooper’s channel partners and their health and care management initiatives to employers.
A key corporate strength is Hooper’s extensive network of health professionals, providing coverage in every zip code nationwide and allowing Hooper to offer screenings for smaller sites. Hooper also has national agreements with retail clinics and local lab offices, and offer physician form and at-home-kit services, providing Hooper’s customers more robust, convenient options to maximize member participation with annual screenings. Hooper also has logistical expertise in staffing and supply chain capabilities that allow it to stock, calibrate, pack, and ship the materials its health professionals need to collect accurate health information. This centralized fulfillment model allows Hooper to deliver a reliable, consistent experience for its customers nationwide, regardless of location, as well as consistent and reliable equipment to provide a strong degree of accuracy and quality.
Hooper monitors its operational performance and is constantly refining metrics to improve operational performance. Hooper believes its attention to the details of a health and wellness event, from the set-up, staffing, and post event follow-up, contributes to making its services efficient and effective.
Hooper gained several new customers in 2016, both through its direct sales efforts and through its channel partners, including a large multi-year clinical research study extension, and already have several new opportunities in 2017 in the contracting phase. As one of only a few pure-play publicly-traded health and wellness companies that offer a fully-integrated end-to-end solution to its customers, Hooper believes it is positioned to capitalize on market need in 2017 and beyond. There are, however, events as noted in section titled “Risk Factors” in this proxy statement/prospectus that could negatively affect Hooper’s financial condition, results of operations, and cash flows.
Key Financial and Other Metrics Monitored by Management
In Hooper’s periodic reports filed with the SEC, Hooper provides certain financial information and metrics about its businesses, and information that its management uses in evaluating Hooper’s performance and financial condition. Hooper’s objective in providing this information is to help its shareholders and investors generally understand our overall performance and assess the profitability of and prospects for its business.
Hooper monitors the following key metrics related to its operations:
the number of screenings completed;
the number of enrollments in health coaching services;
the number of subscribers to the wellness portal services;

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the quality scores of Hooper’s health professionals;
the aggregate of travel expenditures incurred by Hooper’s health professionals;
budget to actual performance; and
Adjusted EBITDA
Certain of the above-cited metrics are discussed in the comparative discussion and analysis of Hooper’s results of operations that follows.
Adjusted EBITDA
The following table sets forth Hooper’s reconciliation of Adjusted EBITDA for the years ended December 31, 2016 and 2015:

 
 
 
 
(in thousands)
2016
 
2015
Net loss
$
(10,324
)
 
$
(10,874
)
Plus:
 
 
 
Interest expense
1,017

 
623

Other debt related costs included in interest expense
2,553

 
1,173

Income tax expense
25

 
19

Depreciation and amortization
2,633

 
2,211

Share-based compensation expense
579

 
440

Severance costs
444

 

Stock payments in connection with debt amendments
50

 

Transaction costs
559

 
1,027

Transition costs
56

 
701

Write-off of SWK Warrant #2
(887
)
 

Impairment of property, plant and equipment, net
88

 

Portamedic contingent liability
150

 
300

Close-out cost of 2013 Portamedic sale

 
168

Adjusted EBITDA
$
(3,057
)
 
$
(4,212
)
Hooper presents Adjusted EBITDA as a supplemental measure of its performance. Hooper defines Adjusted EBITDA as net income (loss) plus (i) interest expense, (ii) net income tax provision (benefit) and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain non-recurring items that Hooper does not consider indicative of its ongoing operating performance, as consistent with the definition of Adjusted EBITDA in Hooper’s debt agreements discussed in Note 9 to Hooper’s consolidated financial statements. You are encouraged to evaluate these adjustments and the reasons Hooper considers them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future Hooper may incur expenses that are the same as or similar to some of the adjustments in this presentation. Hooper’s presentation of Adjusted EBITDA should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items.
Adjusted EBITDA is a non-GAAP financial measure and should not be construed as an alternative to net earnings (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Hooper has included Adjusted EBITDA because Hooper believes it provides management and investors with additional information to measure Hooper’s performance and liquidity, estimate Hooper’s value and evaluate Hooper’s ability to service debt.

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Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of Hooper’s results as reported under GAAP. For example, Adjusted EBITDA:
does not reflect Hooper’s capital expenditures, future requirements for capital expenditures or contractual commitments;
does not reflect changes in, or cash requirements for, Hooper’s working capital needs;
does not reflect the cash requirements necessary to service interest or principal payments on Hooper’s debt;
excludes income tax payments that represent a reduction in cash available to Hooper; and
does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future.
Results of Operations
Comparative Discussion and Analysis of Results of Operations in 2016 and 2015
Revenue - The table below sets forth Hooper’s consolidated revenue for the periods indicated:
 
 
For the years ended December 31,
 
%
(dollars in thousands)
 
2016
 
2015
 
Change
Revenue
 
 
$
34,271

 
 
 
$
32,115

 
 
6.7
%
 
Consolidated revenues for the year ended December 31, 2016, were $34.3 million, an increase of 6.7% from 2015, which is primarily due to the addition of $1.5 million in additional portal, coaching, and screening revenue from the AHS Acquisition and from increased revenue from new long-term clinical study contracts obtained during the current year. The increase in revenue was partially offset by the variations in Hooper’s screening volume.
Cost of Operations - The table below sets forth Hooper’s consolidated cost of operations for the periods indicated:
 
 
For the Years Ended December 31,
(dollars in thousands)
 
2016
 
% of Revenue
 
2015
 
% of Revenue
Cost of Operations
 
 
$
26,416

 
 
77.1
%
 
 
 
$
25,590

 
 
79.7
%
 
Cost of operations, as a percentage of revenue for the year ended December 31, 2016, decreased 2.6% compared to the year ended December 31, 2015, primarily due to the higher margin offerings acquired through AHS.
Selling, General and Administrative Expenses (SG&A) - The table below sets forth Hooper’s consolidated SG&A expenses for the periods indicated:
 
 
For the years ended December 31,
 
%
(dollars in thousands)
 
2016
 
2015
 
Change
Selling, general and administrative expenses
 
 
$
14,532

 
 
 
$
14,037

 
 
3.5
%
 
SG&A expenses for the year ended December 31, 2016, increased 3.5% compared to the year ended December 31, 2015, primarily due to the addition of AHS expenses for the full year, the stock compensation payments made to the board of directors, and severance charges, partially offset by fewer transition costs related to the AHS acquisition.
Transaction Costs

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Transaction costs represent legal and professional fees incurred for non-recurring transactions. For the year ended December 31, 2016, Hooper incurred $0.6 million of transaction costs primarily in connection with the termination of the 2013 Loan and Security Agreement and other transactional legal fees. For the year ended December 31, 2015, Hooper incurred $1.0 million of transaction costs in connection with the AHS Acquisition and the rights offering.
Operating Loss from Continuing Operations
Hooper’s consolidated operating loss from continuing operations for the year ended December 31, 2016, was $7.2 million, compared to a loss of $8.5 million in 2015.
Interest Expense, Net
Hooper’s interest expense, net, for the year ended December 31, 2016, was $3.6 million, compared to $1.8 million for the year ended December 31, 2015. The increase is due to the financing obtained for the AHS Acquisition, including interest on the Term Loan and accretion of the termination fees and debt discount as well as the write-off of debt issuance costs related to the termination of the 2013 Loan and Security Agreement. A detail of the components of interest expense is included in Note 9 to Hooper’s consolidated financial statements.
Other Income
Hooper’s other income for the year ended December 31, 2016, was $0.9 million, which is due to the elimination of the SWK Warrant #2 (see Note 9 to the consolidated financial statements). There was no activity in Hooper’s other income during the year ended December 31, 2015.
Loss from Discontinued Operations
Hooper’s loss from discontinued operations was $0.4 million and $0.5 million, respectively, for the years ended December 31, 2016 and 2015, primarily due to a contingent liability related to the Portamedic service line. Hooper’s discontinued operations represent the net results of operations and adjustments during the periods presented for the Heritage Labs, Hooper Holmes Services, and Portamedic businesses.
Net Loss
Hooper’s net loss for the year ended December 31, 2016, was $10.3 million, or $1.15 per share on both a basic and diluted basis, compared to a net loss of $10.9 million, or $2.14 per share on both a basic and diluted basis, reported for the year ended December 31, 2015.
Liquidity and Capital Resources
Hooper’s primary sources of liquidity are cash and cash equivalents as well as availability under a Credit and Security Agreement (the “2016 Credit and Security Agreement”) with SCM Specialty Finance Opportunities Fund, L.P. (“SCM”). Hooper has historically used availability under a revolving credit facility to fund operations due to a lag between the payment of certain operating expenses and the subsequent billing and collection of the associated revenue based on customer payment terms. To illustrate, in order to conduct successful screenings, Hooper must expend cash to deliver the equipment and supplies required for the screenings. Hooper must also expend cash to pay the health professionals and site management conducting the screenings. All of these expenditures are incurred in advance of the customer invoicing process and ultimate cash receipts for services performed. Given the seasonal nature of Hooper’s operations, which are largely dependent on second half volumes, Hooper management expects to continue using a revolving credit facility in 2017 and beyond.
Going Concern

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As of December 31, 2016, Hooper adopted ASC 205-40, Presentation of Financial Statements - Going Concern. This guidance amended the existing requirements for disclosing information about an entity’s ability to continue as a going concern and explicitly requires management to assess an entity’s ability to continue as a going concern and to provide related disclosure in certain circumstances. This guidance was effective for annual reporting periods ending after December 15, 2016, and for annual and interim reporting periods thereafter. The following information reflects the results of management’s assessment of Hooper’s ability to continue as a going concern.
Principal conditions or events that require Hooper management’s consideration
Following are conditions and events which require management’s consideration:

Hooper had a working capital deficit of $9.3 million with $1.9 million of cash and cash equivalents at December 31, 2016. Hooper had $5.7 million of payables at December 31, 2016, that were past due date terms. Hooper is working with its vendors to facilitate revised payment terms; however, Hooper has had certain vendors who have threatened to terminate services due to aged outstanding payables and in order to accelerate invoice payments. If services were terminated and Hooper weren’t able to find alternative sources of supply, this could have a material adverse impact on Hooper’s business.
Hooper’s net cash used in operating activities during the year ended December 31, 2016 was $4.4 million, and without giving consideration to the Merger, current projections indicate that Hooper will have continued negative cash flows for the foreseeable future.
Hooper incurred a loss from continuing operations of $9.9 million for the year ended December 31, 2016, and without giving consideration to the Merger, current projections indicate that Hooper will have continued recurring losses for the foreseeable future.
Hooper had $3.6 million of outstanding borrowings under the 2016 Credit and Security Agreement with SCM, with unused borrowing capacity of $0.1 million at December 31, 2016. As of February 28, 2017, Hooper had $3.1 million of outstanding borrowings with unused borrowing capacity of $0.2 million. Any borrowings on the unused borrowing capacity are at the discretion of SCM.
Hooper owed approximately $3.7 million at December 31, 2016 under an existing term loan (the “Term Loan”), which is governed by the terms of a credit agreement (the “Credit Agreement”) with SWK and was used to fund the cash component of the AHS Acquisition.
Each of these debt agreements described above contain certain financial covenants, including various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. While Hooper was able to comply with the debt covenants as of December 31, 2016, it was unable to meet its debt covenants for both the six month period ended June 30, 2016, and the nine month period ended September 30, 2016, and current projections indicate that it will not be able to meet the current March 31, 2017, debt covenants outlined in Note 9 to the Hooper consolidated financial statements. However, in conjunction with the Merger Agreement (defined below), the covenants going forward will be revised and Hooper anticipates meeting the revised covenants. Noncompliance with these covenants constitutes an event of default. If Hooper is unable to comply with financial covenants in the future and in the event that Hooper were unable to modify the covenants, find new or additional lenders, or raise additional equity, SCM reserves the right to terminate access to the unused borrowing capacity under the 2016 Credit and Security Agreement, while both lenders reserve the right to accelerate the repayment of all amounts outstanding and exercise remedies with respect to collateral, which would have a material adverse impact on Hooper’s business. Additionally, the negative covenants set forth in these debt agreements with SCM and SWK prohibit Hooper from incurring additional debt of any kind. For additional information regarding the 2016 Credit and Security Agreement, the Credit Agreement, and the related covenants, refer to Note 9 to the consolidated financial statements.
Hooper has contractual obligations related to operating leases and employment contracts which could adversely affect liquidity. As of December 31, 2016, Hooper was in default on three real estate leases for spaces that it no longer

78


needs. Two of the leases were assigned to Hooper through the AHS Acquisition, and the third, which is partially subleased, relates to the discontinued Hooper Holmes Services business. Hooper is working with the landlords to terminate these leases on mutually acceptable terms.
Management’s plans
Hooper expects to continue to monitor its liquidity carefully, work to reduce this uncertainty, and address its cash needs through a combination of one or more of the following actions:
On March 7, 2017, Hooper executed the Merger Agreement.
Hooper will continue to seek additional equity investments. During the year ended December 31, 2016, Hooper was able to raise $6.3 million of additional equity through the issuance of Hooper common stock and warrants, net of issuance costs.
Hooper will continue to aggressively seek new and return business from our existing customers and expand its presence in the health and wellness marketplace.
Hooper will continue to analyze and implement further cost reduction initiatives and efficiency improvements (see Note 10 to the Hooper consolidated financial statements).
Management’s assessment and conclusion
Hooper has determined, based on its recent history and our liquidity issues, that it is not probable that Hooper’s plans will sufficiently alleviate or mitigate, to a sufficient level the relevant conditions or events noted above. Accordingly, management of Hooper has concluded that there is substantial doubt about Hooper’s ability to continue as a going concern within one year after issuance date of the financial statements.
The Hooper consolidated financial statements have been prepared assuming that Hooper will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
Cash Flows from Operating, Investing and Financing Activities
Hooper believes that as a result of our continued focus on cost reduction initiatives, efficiency improvements, and the Merger noted above, cash flow from its operations will improve. Hooper has reduced its corporate fixed cost structure in 2016 and plans to continue to evaluate professional fees and other expenses in the future. Hooper has ongoing initiatives to increase the flexibility of its cost structure to improve its scalability with changes in screening volumes.
Cash Flows used in Operating Activities
For the year ended December 31, 2016, Hooper’s net cash used in operating activities was $4.4 million. Hooper’s net cash used in operating activities for the year ended December 31, 2015 was $6.3 million.
Hooper’s net cash used in operating activities for the year ended December 31, 2016, reflects a net loss of $10.3 million, which was offset by non-cash charges of $5.5 million in depreciation and amortization expense, other debt related costs included in interest expense, and termination fees paid on behalf of Hooper; and $0.6 million in share-based compensation expense. Changes in working capital included a decrease in accounts receivable of $1.3 million and an increase in accounts payable, accrued expenses, and other liabilities of $0.2 million.
Hooper’s net cash used in operating activities for the year ended December 31, 2015, reflects a net loss of $10.9 million, which was offset by non-cash charges of $3.4 million in depreciation and amortization expense and other debt related costs included in interest expense; and $0.4 million in share-based compensation expense. Changes in working capital included an increase in accounts receivable of $1.5 million and an increase in accounts payables, accrued expenses, and other liabilities of $2.5 million.

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Hooper’s consolidated days sales outstanding (“DSO”), measured on a rolling 90-day basis, was 37.4 days at December 31, 2016, compared to 46.0 days at December 31, 2015. The decrease in DSO in 2016 was primarily due to timing of large customer receipts in December 2016 and our aggressive pursuit of outstanding accounts receivable balances in December 2016. Historically, Hooper’s accounts receivable balances and its DSO are near their highest point in September and their lowest point in December.
Cash Flows used in Investing Activities
For the year ended December 31, 2016, Hooper’s net cash used in investing activities was $0.4 million. Hooper’s net cash used in investing activities for the year ended December 31, 2015 was $4.8 million.
Hooper used $0.4 million and $0.8 million, respectively, for the years ended December 31, 2016 and December 31, 2015, for capital expenditures. Hooper used $4.0 million for the year ended December 31, 2015, to acquire AHS on April 17, 2015.
Cash Flows provided by Financing Activities
For the year ended December 31, 2016, Hooper’s net cash provided by financing activities was $4.6 million. Hooper’s net cash provided by financing activities for the year ended December 31, 2015 was $7.9 million.
For the year ended December 31, 2016, Hooper received $6.3 million, net of issuance costs, in connection with the additional equity raised as noted above which was partially offset by the principal payments made of $1.3 million on the Term Loan and net borrowings under the credit facilities of $0.2 million.
For the year ended December 31, 2015, Hooper received $5.0 million related to the proceeds from the Term Loan which was partially offset by $0.4 million incurred for debt issuance costs and net borrowings under the credit facility of $3.3 million.
Off-Balance Sheet Arrangements
Hooper does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Share Repurchases
Hooper did not purchase any shares of its common stock during 2016 and 2015.
Dividends
No dividends were paid by Hooper in 2016 and 2015. Hooper is precluded from declaring or making any dividend payments or other distributions of assets with respect to any class of our equity securities under the terms of its 2016 Credit and Security Agreement and our Credit Agreement, each as described in Note 9 to Hooper’s consolidated financial statements.
Inflation
Inflation has not had, nor is it expected to have, a material impact on Hooper’s consolidated financial results.
Critical Accounting Policies
A critical accounting policy is one that is important to the portrayal of a company’s operating results and/or financial condition and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Hooper’s consolidated financial statements and accompanying notes are prepared in accordance with US generally accepted accounting principles (US GAAP). Preparation of financial statements

80


in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Hooper bases these determinations upon the best information available to it during the period in which Hooper is accounting for its results. Hooper’s estimates and assumptions could change materially as conditions within and beyond its control change or as further information becomes available. Further, these estimates and assumptions are affected by Hooper management’s application of accounting policies. Changes in Hooper’s estimates are recorded in the period the change occurs.
Hooper has identified the accounting policies discussed below as critical to it. The discussion below is not intended to be a comprehensive list of Hooper’s accounting policies. Hooper’s significant accounting policies are more fully described in Note 1 to the Hooper consolidated financial statements included elsewhere in this proxy statement/prospectus.
Revenue Recognition
Revenue is recognized for screening services when the screening is completed and the results are delivered to Hooper’s customers. Revenue for wellness portal services are recognized on a per eligible member, per month basis, while revenue from wellness coaching services are recognized as services are performed. Revenue for kit assembly is recorded upon completion of the kit. In all cases, there must be evidence of an agreement with the customer, the sales price must be fixed or determinable, delivery of services must have occurred, and the ability to collect must be reasonably assured.
For contracts with multiple elements, Hooper allocates consideration to the identified units of accounting based on the relative selling price hierarchy set forth in the relevant accounting guidance. Hooper determines the selling price for each deliverable using vendor-specific objective evidence (“VSOE”) of selling price or third-party evidence (“TPE”) of selling price, if it exists. If neither VSOE nor TPE of selling price exist for a deliverable, Hooper uses its best estimate of selling price (“BESP”) for that deliverable. Hooper estimates BESP for a deliverable by considering company-specific factors such as pricing strategies and direct product and other costs.
Sales tax collected from customers and remitted to governmental authorities is accounted for on a net basis and therefore is excluded from revenues in the consolidated statements of operations.
Hooper management regularly assesses the financial condition of Hooper’s customers, the markets in which these customers participate as well as historical trends relating to customer deductions and adjusts the allowance for doubtful accounts based on this review. If the financial condition of Hooper’s customers were to deteriorate, resulting in their inability to make payments, Hooper’s ability to collect on accounts receivable could be negatively impacted, in which case additional allowances may be required. Hooper must make management judgments and estimates in determining allowances for doubtful accounts in any accounting period. One uncertainty inherent in Hooper’s analysis is whether its past experience will be indicative of future periods. Adverse changes in general economic conditions could affect Hooper’s allowance estimates, collection of accounts receivable, cash flows and results of operations.
Share-Based Compensation
Authoritative accounting literature addresses the accounting for transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. This literature establishes accounting principles which require companies to recognize compensation cost in an amount equal to the fair value of the share-based payments, such as stock options or non-vested stock granted to employees. Compensation cost for stock options and non-vested stock is recognized over the vesting period based on the estimated fair value on the date of the grant. The accounting principles also require that Hooper estimate a forfeiture rate for all share based awards. Hooper monitors share option exercise and employee termination patterns to estimate forfeiture rates within the valuation model. The estimated fair values of options are based on assumptions, including estimated lives, volatility, dividend yield, and risk-free interest rates. These estimates also consider the probability that the options will be exercised prior to the end of their contractual lives and the probability of termination or

81


retirement of the holder, which are based on reasonable estimates and historical trends but are subject to change based on a variety of external factors. See Note 4 to the Hooper consolidated financial statements for further discussion.
Business Combinations
Assets acquired and liabilities assumed as part of a business acquisition are recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses.
Goodwill and Other Intangible Assets
Goodwill is accounted for under the provisions of ASC 350, Intangibles - Goodwill and Other. All goodwill is assigned to one reporting unit, where it is subject to an annual impairment assessment, or more frequently if circumstances indicate that impairment is likely. Any one event or a combination of events such as change in the business climate, a negative change in relationships with significant customers and changes to strategic decisions, including decisions to expand made in response to economic or competitive conditions could require an interim assessment prior to the next required annual assessment. See Note 7 to the Hooper consolidated financial statements for further discussion.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment when events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future sales, and estimated costs. Hooper cannot predict the occurrence of certain future events that might adversely affect the reported value of long-lived assets, which include, but are not limited to, a change in the business climate, government incentives, a negative change in relationships with significant customers, and changes to strategic decisions made in response to economic and competitive conditions. Changes in these facts, circumstances and Hooper management’s estimates and judgment could result in an impairment of long-lived assets resulting in a material charge to earnings. See Note 7 to the Hooper consolidated financial statements for further discussion.
Going Concern
As of December 31, 2016, Hooper adopted ASC 205-40. This guidance amended the existing requirements for disclosing information about an entity’s ability to continue as a going concern and explicitly requires management to assess an entity’s ability to continue as a going concern and to provide related disclosure in certain circumstances. See Note 2 to the Hooper consolidated financial statements for the results of management’s assessment of Hooper’s ability to continue as a going concern.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
As previously disclosed in the Form 8-K filed by Hooper on May 17, 2016, on May 11, 2016, Hooper, as approved by the Audit Committee of the Hooper board of directors (the “Audit Committee”), dismissed KPMG LLP (“KPMG”) as Hooper’s principal independent registered public accounting firm and approved the engagement of Mayer Hoffman McCann P.C. (“MHM”) as Hooper’s independent registered public accounting firm for the fiscal year ended December 31, 2016.


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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT THE MARKET RISK OF HOOPER
Not required for smaller reporting companies.

PROVANT MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of Provant’s financial condition and results of operations together with Provant’s financial statements and the related notes included elsewhere in this proxy statement/prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Provant’s actual results may differ materially from those results described in or implied by the forward-looking statements discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors-Risks Related to Provant” included elsewhere in this proxy statement/prospectus. Provant Health Solutions, LLC is a Rhode Island Limited Liability Company. “Provant” refers to Provant Health Solutions, LLC.
Overview
Founded in 2001, Provant is a privately owned, Rhode Island limited liability company, with headquarters in East Greenwich, Rhode Island. Since Provant’s founding, Provant’s business focus has been on providing employee biometric screenings, flu immunization, and other wellness services such as health coaching, member platform and incentive management to public and private institutions. To deliver Provant’s onsite services of biometric screenings and immunizations, Provant has built a network of health providers, enabling Provant to deliver services nationally. In addition to onsite screenings and immunizations, Provant has also secured remote access to a network of laboratories and retail partners across the U.S. for screenings and flu immunizations for members who do not have access to, or cannot attend, an onsite screening event.
In addition to onsite and remote screenings and immunizations, Provant provides engagement and reward services to its clients in the form of onsite, digital and telephonic health coaching, a member well-being platform, incentive management, and other ancillary wellness services, such as analytics and custom communications support for both corporate and government employers. Over the past four years, Provant has made substantial internal investments to build proprietary technology that enables employees of clients to participate in wellness programming and to be rewarded for specific activities, outcomes and behaviors. The combination of onsite service delivery capabilities and remote employee engagement and reward technology enhances Provant’s value proposition to its customers.
Provant is engaged by the organizations sponsoring wellness programs, including corporate and government employers, wellness companies, brokers and consultants. Provant provides these services through its employees and its national network of trained and certified health professionals. In addition to Provant’s direct business, Provant services other wellness companies and health plans with a private label solution.
Provant has approximately 130 clients, approximately 120 of which are direct clients of Provant, with the remainder served through wellness companies, brokers, and consultants. Approximately seventy-five percent of the total number of Provant’s direct clients are administrative services only or self-insured.
Through wellness programming, clients of Provant help their employees learn of existing and potential health risks, and can provide tools and incentives to address these risks. Employers in turn benefit from lower health insurance claims costs, increased productivity, increased employee satisfaction, retention and decreased absenteeism.
Provant’s screening and flu immunization revenue has some seasonality exposure, with fourth quarter sales typically the strongest, due both to increased demand from September through December related to common annual benefit renewal cycles

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and to timeliness of flu immunizations. Provant’s revenues from telephonic health coaching, member platform, and incentive management exhibit less seasonality, and are based on a per-eligible-member-per-month revenue model.
PricewaterhouseCoopers’s Health and Well-being Touchstone Survey results published in June 2016 indicates that 76 percent of employers surveyed offer wellness programs, and 89 percent of large employers (defined as 5,000 employees or more) offer these programs. Wellness programs continue to grow in popularity among large and mid-size employers. Provant has benefited from these trends, with Provant’s top five direct clients in 2016 each being ranked in the top 200 of the Fortune 500 list.
2016 Highlights and Business Outlook for 2017
Financial Performance for 2016
The following table summarizes the results of Provant’s operations for the years ended December 31, 2016 and 2015:
(in thousands)
2016
2015
Net Revenues
$
36,719

$
40,778

Cost of services rendered
31,599

32,343

Gross profit
5,120

8,435

Selling, general, and administrative fees
13,450

13,186

Amortization of intangible assets
1,416

1,489

Depreciation expense
453

356

Operating loss
(10,199)

(6,596)

Other expense
(741)

(439)

Loss before income tax benefit
(10,940)

(7,035)

Income tax benefit
(437)

(2,737)

Net loss
$
(10,503
)
$
(4,298
)
For the year ended December 31, 2016, Provant’s revenues were $36.7 million compared to $40.8 million for the year ended December 31, 2015. Revenues include pass-through gift card revenue of $3.8 million and $2.7 million for the years ended December 31, 2016 and 2015, respectively. Net of pass-through gift card revenues, the decrease is primarily due to discontinued contracts with 3 customers, resulting in lower screenings and influenza immunization volumes, reduced embedded coaching and wellness platform revenue.
Provant’s gross profit decreased by $3.3 million to $5.1 million in the year ended December 31, 2016 compared to $8.4 million in the year ended December 31, 2015. Provant’s gross profit percentage from continuing operations was 13.9% for the year ended December 31, 2016, a decline from 20.7% for the year ended December 31, 2015. The decrease in gross profit is primarily due to an increase in pass-through gift card revenue and third party costs related to the addition in 2016 of new functionality on Provant’s wellness platform.
Selling, general and administrative (SG&A) expenses incurred by Provant increased slightly from $13.2 million for the year ended December, 31 2015 to $13.5 million for the year ended December 31, 2016. This increase was primarily due to one-time legal costs and a change in policy for paid time off. Net of the one-time costs of $0.1 million in the year ended December 31, 2015 and $0.7 million in the year ended December 31, 2016, SG&A decreased from $13.1 million in the year ended December 31, 2015 to $12.8 million in the year ended December 31, 2016, largely reflecting a reduction in the number of employees.
Business Outlook for 2017
Provant believes there are significant growth opportunities for its wellness services, including its employee biometric screening, flu immunization, health coaching, wellbeing platform, and advanced data and incentive management. According to IBISWorld’s 2016 Corporate Wellness Services market research report, the corporate wellness services industry experienced growth over the past five years as employers purchased wellness programs to help lower healthcare costs and reduce

84


absenteeism related to chronic conditions. Efficacy of wellness programs are dependent on employee participation rates. To increase utilization among employees, employers have implemented incentive programs. The IBISWorld report indicates that the industry is expected to exhibit robust growth over the next five years as more businesses adopt wellness programs, with forecasted revenue growth at an annual rate of 3.3% to 2021.
We believe Provant is well positioned to capture the growth in the employee wellness industry. Through biometric screening and flu immunization services, Provant helps participants identify and take measures against health risks. Through ongoing engagement solutions delivered through Provant’s wellness portal and incentive management technology, Provant personalizes intervention and monitoring programs that promote, guide and support healthy lifestyle choices.
Results of Operations
Comparative Discussion and Analysis of Results of Operations in 2016 and 2015
The table below sets forth Provant’s net revenues provided by Provant for the periods indicated. 
 
 
 
Increase
(dollars in thousands)
2016
2015
2016 vs. 2015
Revenues
$
36,719

$
40,778

(10.0%)
Revenues
For the year ended December 31, 2016, revenues were $36.7 million compared to $40.8 million for the year ended December 31, 2015. Revenues include pass-through gift card revenue of $3.8 million and $2.7 million for the years ended December 31, 2016 and 2015, respectively. Net of pass-through gift card revenue, the decrease is primarily due to discontinued contracts with 3 customers, resulting in lower screenings and influenza immunization volumes, reduced embedded coaching and wellness platform revenue.
Cost of Services Rendered
The table below sets forth Provant’s cost of services rendered for the periods indicated.
 
 
 
Increase
(dollars in thousands)
2016
2015
2016 vs. 2015
Cost of services rendered
$
31,599

$
32,343

(2.3%)
Cost of services rendered, as a percentage of revenue, was 86.1% for the year ended December 31, 2016, as compared to 79.3% for the year ended December 31, 2015. The increase is primarily due to revenue declines in higher margin products such as wellness portal and health coaching resulting from the discontinued contracts with three customers. Provant’s cost of services rendered has a certain element of fixed costs that are required to maintain customer service levels and cannot easily be reduced in periods of lower screening volume. The increase is also due to costs related to the addition in 2016 of new functionality on Provant’s wellness platform. Provant expects the new functionality to generate recurring revenue in future periods.
Selling, General, and Administrative Fees (SG&A)
 
 
 
Increase
(dollars in thousands)
2016
2015
2016 vs. 2015
Selling, general, and administrative fees
$
13,450

$
13,186

2.0%
Provant’s SG&A increased slightly from $13.2 million for the year ended December, 31 2015 to $13.5 million for the year ended December 31, 2016. This increase was primarily due to one-time legal costs and a change in policy for paid time off. Net of the

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one-time costs of $0.1 million and $0.7 million in the years ended December 31, 2015 and 2016, respectively, SG&A decreased from $13.1 million in 2015 to $12.8 million in 2016, largely reflecting a reduction in the number of employees.    
Operating Loss
Provant’s operating loss for the year ended December 31, 2016 was $10.2 million, compared to a loss of $6.6 million in the year ended December 31, 2015. The decrease is primarily due to the $4.1 million reduction in revenue in the year ended December 31, 2016.
Other Expense
Provant’s other expense in December 31, 2016 and December 31, 2015 was an expense of $(0.7) million and $(0.4) million, respectively. Other expense, net, for the year ended December 31, 2016 is due to interest on the line of credit maintained by Provant.
Net Loss
Net loss for the year ended December 31, 2016, was $10.5 million compared to a net loss of $4.3 million reported for the year ended December 31, 2015.
Liquidity and Financial Resources
The accompanying financial statements have been prepared assuming that Provant will continue as a going concern. Provant expects to continue to monitor its liquidity carefully and address its cash needs through a combination of one or more of sales of its capital stock, cost cutting and efficiency improvements, seeking business from existing customers and expanding its presence in markets it serves.
Provant’s primary sources of liquidity are cash and cash equivalents as well as availability under its existing loan agreement with Silicon Valley Bank, dated as of April 30, 2015 and as amended (the “SVB Loan Agreement”), described below. At December 31, 2016, Provant had $1.5 million of cash and cash equivalents and had $5.3 million outstanding under the SVB Loan Agreement.
Provant has historically used availability under the SVB Loan Agreement to fund operations. Provant experiences a timing difference between the operating expense and cash collection of the associated revenue based on health and wellness customer payment terms. To conduct successful screenings, Provant must expend cash to deliver equipment and supplies required for the screenings as well as pay its health professionals and site management, which is in advance of the customer invoicing process and ultimate cash receipts for services performed.
SVB Loan Agreement
Borrowings under the SVB Loan Agreement are used by Provant for working capital purposes. Provant has an available borrowing base under the SVB Loan Agreement subject to reserves established at the lender’s discretion of 80% of Provant’s gross billed US and Canadian accounts receivable, to a maximum facility of $7 million and subject to certain receivables being deemed ineligible. Additionally, between March 1st and November 30th each year up to $3 million of commitment amount is available for borrowings against estimated screening and immunization revenue to be billed from September 1st through November 30th of that year, based on an advance rate of 40% supported by a signed, active customer contract. As of December 31, 2016, there was an aggregate $5.3 million borrowed by Provant under the SVB Loan Agreement.