UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
March 30, 2020
Date of Report (Date of earliest event reported)
CASTLIGHT HEALTH, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-36330	26-1989091	

(State or other jurisdiction of incorporation)	
(Commission File Number)	(I.R.S. Employer Identification Number)	
150 Spear Street, Suite 400
San Francisco, CA 94105
(Address of principal executive offices)
(415) 829-1400
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)
Not applicable

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Class B Common Stock, par value $0.0001 per share	CSLT	New York Stock Exchange	

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 30, 2020, Castlight Health, Inc. (the “Company”) received written notice from the New York Stock Exchange (the “NYSE”) that the Company is no longer in compliance with the NYSE continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual, which requires listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period.

To regain compliance with the minimum share price requirement, the Company may be afforded a six-month cure period, ending on September 30, 2020, subject to possible extension if the Company determines to remedy the non-compliance by taking action that will require shareholder approval. The Company can also demonstrate compliance at any time during the cure period, if on the last trading day of any calendar month during the cure period, its Class B common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If the Company fails to regain compliance with Section 802.01C during the cure period, its Class B common stock will be subject to the NYSE’s suspension and delisting procedures.

The Company’s Class B common stock will continue to be listed and traded on the NYSE during the cure period, subject to continued compliance with the other listing requirements. However, the Company's trading symbol “CSLT” will be assigned a “.BC” indicator by the NYSE to signify that the status of the stock is “below compliance” with the NYSE continued listing requirements. The “.BC” indicator will be removed when the Company regains compliance.

The NYSE notice does not affect the Company's ongoing business operations or its Securities and Exchange Commission reporting requirements.

Item 7.01. Regulation FD Disclosure.

On March 31, 2020, the Company issued a press release announcing its receipt of the NYSE notice. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information provided pursuant to this Item 7.01 (including Exhibit 99.1) is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description	

99.1 Castlight Health, Inc. press release, dated March 31, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CASTLIGHT HEALTH, INC.	
Date:	March 31, 2020	By:		/s/ Will Bondurant	
				Will Bondurant	
				Chief Financial Officer	

Castlight Health Receives NYSE Listing Compliance Notice

SAN FRANCISCO, March 31, 2020 — Castlight Health, Inc. (NYSE: CSLT) announced today that it received notification from the New York Stock Exchange (“NYSE”) on March 30, 2020 that the company is no longer in compliance with the NYSE continued listing criteria that requires listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period.

The NYSE notification does not affect Castlight’s business operations, including its service to customers, or Castlight Health’s Securities and Exchange Commission reporting requirements.

Castlight remains focused on its mission of making it as easy as possible for users to navigate healthcare, which is essential during the COVID-19 pandemic. In response, Castlight released the first COVID-9 testing site directory to cover all 50 states. In addition, Castlight analyzed the costs of seeking care for COVID-19 symptoms, finding wide variation between cities, within cities, and for different sites of care.

Under NYSE’s rules, the company has a period of six months from receipt of the notice to regain compliance with the NYSE’s minimum share price requirement, and does intend to regain compliance. The company’s Class B common stock will continue to be listed and trade on the NYSE during this period, subject to Castlight Health’s compliance with other NYSE continued listing requirements.

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About Castlight Health
Castlight is on a mission to make it as easy as humanly possible for its users to navigate the healthcare system and live happier, healthier, more productive lives. Our health navigation platform connects hundreds of health vendors, benefits resources, and plan designs into one comprehensive health and wellbeing experience. We guide individuals—based on their unique profile—to the best resources available to them, whether they are healthy, chronically ill, or actively seeking medical care. Castlight transforms the employee benefit experience into a deeply personalized, yet simple, guided one, empowering better-informed patient decisions to unlock better healthcare outcomes and maximizing return on healthcare investments.

For more information visit www.castlighthealth.com. Follow us on Twitter and LinkedIn and Like us on Facebook.

Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements about Castlight Health's plans and expectations, including, but not limited to, our continued listing on the NYSE and the impact of the deficiency notification on our business. Statements including words such as "anticipate," "believe," "estimate," "will," "continue," "expect," or "future," and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-

looking statements. The risks and uncertainties include those described in Castlight Health's Annual Report on Form 10-K for the year ended December 31, 2019 and other documents filed with or furnished to the Securities and Exchange Commission. All forward-looking statements in this press release are based on information available to Castlight Health as of the date hereof. Castlight Health assumes no obligation to update these forward-looking statements.

Castlight Media Contact:
press@castlighthealth.com
415-829-1500

Castlight Investor Contact:
ir@castlighthealth.com
415-829-1680