SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  )


Health Insurance Innovations, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

42225K106

(CUSIP Number)

J. Carlo Cannell

Cannell Capital LLC

245 Meriwether Circle

Alta, WY 83414

(307) 733-2284

(Name, Address and Telephone Number of Person

to Receive Notices and Communications)

December 26, 2018

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note.             Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 10 Pages)

______________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.

 
CUSIP No. 42225K106 Page 2 of 10 Pages
1

NAME OF REPORTING PERSON

Cannell Capital LLC

I.R.S. Identification Nos. of above persons (entities only)

94-3366999

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

(see instructions)

WC/OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER*

776,836

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER*

776,836

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

776,836

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

5.4%*

14

TYPE OF REPORTING PERSON

IA

* Based on information set forth on the Form 10-Q of Health Insurance Innovations, Inc., (the “Company”, “Registrant”, or “HIIQ”) as filed with the Securities and Exchange Commission on October 30, 2018, there were 14,405,824 shares of Class A Common Stock par value $0.001 per share (the “Shares”), of the Company issued and outstanding as of October 25, 2018.

   As of December 26, 2018 (the “Reporting Date”), the Cuttyhunk Master Portfolio (“Cuttyhunk”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”), Tonga Partners, L.P. (“Tonga”), and sundry separately managed accounts, over which J. Carlo Cannell has investment discretion (the “Cannell SMAs” and collectively with Cuttyhunk, Tonga, Tristan and Tristan Offshore, the “Investment Vehicles”), held in the aggregate 776,836 Shares.

 
CUSIP No. 42225K106 Page 3 of 10 Pages
1

NAMES OF REPORTING PERSONS

I.R.S. Identification Nos. of above persons (entities only)

J. Carlo Cannell

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

(see instructions)

WC/OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER*

776,836

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER*

776,836

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

776,836

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

5.4%*

14

TYPE OF REPORTING PERSON

IN

* Based on information set forth on the Form 10-Q of Company as filed with the Securities and Exchange Commission on October 30, 2018, there were 14,405,824 shares of Class A Common Stock par value $0.001 per Share of Company issued and outstanding as of October 25, 2018.

   As of Reporting Date the Investment Vehicles held in the aggregate 776,836 Shares.

 
CUSIP No. 42225K106 Page 4 of 10 Pages

   Cannell Capital LLC acts as the investment adviser to to Tonga, Tristan, Tristan Offshore, the Cannell SMAs, and the investor sub-adviser for Cuttyhunk. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

Item 1.   Security and Issuer
The title of the class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.001 per share of Health Insurance Innovations, Inc., a Delaware corporation.
The address of the principal executive offices of the Company is 15438 N. Florida Avenue, Suite 201, Tampa, FL 33613.
Item 2.   Identity and Background
a)

The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”).

The Reporting Person is the sole managing member of Cannell Capital LLC, an investment sub-adviser for the Cuttyhunk Master Portfolio and investment adviser to the Cannell SMAs and to the following entities:

Tonga Partners, L.P.

Tristan Partners, L.P.

Tristan Offshore Fund, Ltd.

Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.

b)

The principal business address of the Reporting Person is:

245 Meriwether Circle

Alta, WY 83414

c)

The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.

d)

Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

e)

Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

f)

The place of organization of the Reporting Person is as follows:

The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference.

Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company.

Item 3.   Source and Amount of Funds or Other Consideration

The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows:

The Cuttyhunk Master Portfolio: $1,183,178

Tonga Partners, L.P.: $4,746,102

Tristan Partners, L.P.: $3,423,528

Tristan Offshore Fund, Ltd.: $1,683,873

Cannell SMAs: $3,813,921

The Investment Vehicles have invested an aggregate amount of approximately $14,850,603 in the Shares.

 
CUSIP No. 42225K106 Page 5 of 10 Pages
Item 4.   Purpose of Transaction


Cannell Capital LLC, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each of the Investment Vehicle's investment criteria. The Investment Vehicles acquired and continue to hold the Shares as a long-term investment.

On December 26, 2018, Mr. Cannell sent a letter to the Chairman of the Company. This letter is attached as Exhibit 99.

CC reserves the right to discuss various views and opinions with respect to the Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company’s board of directors, senior management decisions and extraordinary business transactions. Mr. Cannell reserves the right to take such action as he may deem necessary from time to time to seek to maximize the value of the Shares. Such actions may include, but may not necessarily be limited to, pursuit of strategic initiatives to enhance shareholder value.

CC may engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions.

Except as set forth above and in the letter attached as Exhibit 99, CC has no present plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D.

Item 5.   Interest in Securities of the Issuer

Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on October 30, 2018, there were 14,405,824 Common Shares issued and outstanding as of October 25, 2018.

(a)  As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 776,836 Shares, or approximately 5.4% of the Shares deemed issued and outstanding as of the Reporting Date.

(b)  Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

(c)  The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles).

Entity Date Quantity Price

Per Share

Form Of

Transaction

 
Cannell SMAs11/02/20181,93745.9512Buy
Cannell SMAs11/02/201814,28449.1939Sell
Cuttyhunk11/02/201865245.9512Buy
Cuttyhunk11/02/20184,67749.2132Sell
Tonga11/02/20182,64145.9512Buy
Tonga11/02/201818,94749.2132Sell
Tristan11/02/20183,19945.9512Buy
Tristan11/02/201824,34849.2132Sell
Tristan Offshore11/02/20181,57145.9512Buy
Tristan Offshore11/02/201811,95649.2132Sell
Cannell SMAs11/05/20184,65840.8010Buy
Cuttyhunk11/05/20181,24040.7420Buy
Tonga11/05/20185,02640.7420Buy
Tristan11/05/20186,08740.7420Buy
Tristan Offshore11/05/20182,98940.7420Buy
Cannell SMAs11/16/201824,11237.8886Buy
Cannell SMAs11/28/201811,34833.8403Buy
Cuttyhunk11/28/20182,90033.8161Buy
Tonga11/28/201811,66533.8161Buy
Tristan11/28/201815,27933.8161Buy
Tristan Offshore11/28/20187,36633.8161Buy
 
CUSIP No. 42225K106 Page 6 of 10 Pages
Entity Date Quantity Price

Per Share

Form Of

Transaction

 
Cannell SMAs12/07/20181,53531.3817Buy
Cuttyhunk12/07/201857431.3817Buy
Tonga12/07/20182,33131.3817Buy
Tristan12/07/20182,34931.3817Buy
Tristan Offshore12/07/20181,14731.3817Buy
Cannell SMAs12/10/20184,90431.9868Buy
Cuttyhunk12/10/20181,83431.9867Buy
Tonga12/10/20187,44731.9869Buy
Tristan12/10/20187,50231.9869Buy
Tristan Offshore12/10/20183,66331.9868Buy
Cannell SMAs12/12/20185,08831.0529Buy
Cuttyhunk12/12/20181,90531.0529Buy
Tonga12/12/20187,72731.0529Buy
Tristan12/12/20187,78031.0529Buy
Tristan Offshore12/12/20183,80131.0529Buy
Cannell SMAs12/13/20182,59129.3997Buy
Cannell SMAs12/13/20185,87138.7960Sell
Cuttyhunk12/13/201873129.3997Buy
Cuttyhunk12/13/20181,84538.7960Sell
Tonga12/13/20183,01429.3997Buy
Tonga12/13/20187,47538.7960Sell
Tristan12/13/20181,07729.3997Buy
Tristan12/13/20189,20438.7960Sell
Tristan Offshore12/13/201856029.3997Buy
Tristan Offshore12/13/20184,51238.7960Sell
Cannell SMAs12/14/201826,02229.6256Buy
Cuttyhunk12/14/20181,39129.6150Buy
Tonga12/14/20185,63929.6150Buy
Tristan12/14/20186,81529.6150Buy
Tristan Offshore12/14/20183,32729.6150Buy
Cannell SMAs12/17/20185,94329.6732Buy
Cuttyhunk12/17/201831829.6269Buy
Tonga12/17/20181,28729.6269Buy
Tristan12/17/20181,55629.6269Buy
Tristan Offshore12/17/201875929.6269Buy
Cannell SMAs12/18/20187,06627.5473Buy
Cuttyhunk12/18/201837927.5084Buy
Tonga12/18/20181,53327.5084Buy
Tristan12/18/20181,85227.5084Buy
Tristan Offshore12/18/201890527.5084Buy
Cannell SMAs12/20/201811,43923.0562Buy
Cuttyhunk12/20/20182,23423.0322Buy
Tonga12/20/20189,37123.0322Buy
Tristan12/20/201811,85123.0322Buy
Tristan Offshore12/20/20185,78223.0322Buy
Cannell SMAs12/24/20181,84825.7526Buy
Cuttyhunk12/24/20183,46225.6038Buy
Tonga12/24/201811,91625.6038Buy
Tristan12/24/201815,51325.6038Buy
Tristan Offshore12/24/20187,75925.6038Buy
 
 
CUSIP No. 42225K106 Page 7 of 10 Pages
Entity Date Quantity Price

Per Share

Form Of

Transaction

 
Cannell SMAs12/26/20183,21226.0984Buy
Cuttyhunk12/26/20185,98426.0128Buy
Tonga12/26/201820,59926.0128Buy
Tristan12/26/201826,79326.0128Buy
Tristan Offshore12/26/201813,41226.0128Buy
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None
Item 7.   Material to Be Filed as Exhibits
Exhibit 99
 
CUSIP No. 42225K106 Page 8 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  December 26, 2018

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

 
CUSIP No. 42225K106 Page 9 of 10 Pages

Annex "A"

MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES

The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:

J. Carlo Cannell

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

J. Carlo Cannell

Managing Member

Investment Management

Wyoming, United States

(1)

Cannell Capital LLC

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

J. Carlo Cannell

Managing Member

Investment Management

Wyoming, United States

(1)

Tonga Partners, L.P.

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser and General Partner

Investment Management

Wyoming, United States

(1)

The Cuttyhunk Master Portfolio

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Subadviser

Investment Management

Wyoming, United States

(1)

Tristan Partners, L.P.

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser and General Partner

Investment Management

Wyoming, United States

(1)

Tristan Offshore Fund, Ltd.

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser

Investment Management

Cayman Islands

(2)

 
CUSIP No. 42225K106 Page 10 of 10 Pages

Annex "B"

Agreement Regarding the Joint Filing of Schedule 13D

1) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them;
2) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated:  December 26, 2018

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

Cannell Capital LLC

245 Meriwether Circle

Alta, WY 83414

☏ Tel (307) 733-2284 📠 Fax (307) 264-0600

info@cannellcap.com

December 26, 2018

Mr. Paul G. Gabos
Health Insurance Innovations, Inc.
15438 North Florida Avenue
Tampa, FL 33613

Dear Mr. Gabos,

Because funds managed by Cannell Capital LLC (“CC”) have again exceeded 5% ownership of the Company and because CC has recently enjoyed sundry intercourse with the Board of Directors (“BOD”) of Health Insurance Innovations, Inc. (“HIIQ”) about certain ways to increase shareholder value, CC herein files with the SEC a Schedule 13D.1

These suggestions notwithstanding, CC congratulates HIIQ on the tremendous progress made in terms of dispelling regulatory fearmongering, expanding distribution and developing new products on behalf of its carrier partners.

Accordingly, CC is optimistic that it can work collaboratively and constructively with HIIQ for the benefit of all shareholders to continue to effect positive change. Only the paranoid survive.2

Best regards!

Sincerely,



/s/J. Carlo Cannell

J. Carlo Cannell

Managing Member






1  The suggestions of CC include (i) discussion of candidates to further enhance and compliment the BOD and (ii) means by which HIIQ might modify its open market stock buyback programme to a “Dutch” tender [https://en.wikipedia.org/wiki/Dutch_auction] or other manifestations.

2  See Andrew S. Grove, Only the Paranoid Survive: How to Identify and Exploit the Crisis Points that Challenge Every Business (New York: Doubleday Business) 1996.