13D Filing: Cannell Capital and Health Insurance Innovations Inc. (HIIQ)

Page 5 of 9 – SEC Filing

CUSIP No. 42225K106 Page 5 of 9 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.


Cannell Capital LLC (“CC”) changes its investment position from a passive 13G filing to a so-called active 13D filing
because of recent conversations it has enjoyed with the Registrant.

CC believes that HIIQ would benefit from at least one additional board member and especially one who resides outside of Tampa,
Florida (where most of the current board members would appear to reside). We believe that this new board member should
possess knowledge of and credibility in investing.

Promulgating this change of investment position is the recalcitrance with which the Registrant has responded to the efforts of CC
to help shareholders by requesting this innocuous appointment. What is so threatening about the addition of one board seat?

Have you ever asked a drug addict to enjoy a drug test? The manner in which they resist such says a lot about the merit of such.
CC is concerned by the style in which the Registrant dodges its fair and reasonable request.

CC hopes to work collaboratively with HIIQ to improve the Company’s Board of Directors. Accordingly, it would be happy to proffer
suggestions. The Registrant’s resistance to the expansion of independent views on its Board is no longer acceptable however.

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, 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 November 2, 2017, there were 12,700,986
Common Shares issued and outstanding as of October 30, 2017.

(a)  As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell
Capital LLC may be deemed to beneficially own 1,033,545 Shares, or approximately
8.1% 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

&nbsp
Cannell SMAs 09/05/2017 1,415 30.9687 Buy
Cuttyhunk 09/05/2017 1,999 30.9687 Buy
Tonga 09/05/2017 6,632 30.9687 Buy
Tristan 09/05/2017 1,848 30.9687 Buy
Tristan Offshore 09/05/2017 830 30.9687 Buy

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