HEALTHEQUITY, INC. 10-Q

Item 1A. Risk factors The risks described in “Risk factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2021 could materially and adversely affect our business, financial condition and results of operations. Except as described below, there have been no material changes in such risks. These risk factors do not identify all risks that we face, and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Our acquisition of the Further business may not be consummated, and the integration of the Further business may not be successful. We have entered into an agreement to acquire Further. Completion of the acquisition is subject to a number of risks and uncertainties, and we can provide no assurance that the various closing conditions to the Further acquisition will be satisfied. Many of the conditions that are required to close the acquisition of Further are not within our control, and we cannot predict when, or if, the acquisition will be completed. In particular, the closing of the acquisition is subject to our ability to put in place group annuity contracts with an insurance company partner to hold the custodial and other account assets being transferred in the acquisition. These new group annuity contracts are subject to the approval of applicable state insurance departments and will be subject to counterparty risk with our insurance partner. The inability to complete the acquisition of Further could have a material adverse effect on our results of operations, financial condition and prospects. The success of the Further acquisition, if completed, will depend in part on our ability to realize the anticipated business opportunities from combining the operations of Further with our business in an efficient and effective manner. The Further business is being carved out from the operations of its parent company. As such, the successful integration of the Further business with the Company is dependent on our ability to successfully carve out the Further business from its parent. While we intend to enter into a transition services agreement in order to effectively carve-out the Further business from its parent, no assurance can be given that the carve-out will be successful. In addition, the integration process could take longer than anticipated and could result in the loss of key employees, the disruption of the Company's ongoing business and the Further business, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with team members, Clients, Network Partners, or other third parties, or our ability to achieve the anticipated benefits of the acquisition, and could harm our financial performance. If we are unable to successfully or timely integrate the operations of Further with our business, we may incur unanticipated liabilities and be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the acquisition of Further, and our business, results of operations and financial condition could be materially and adversely affected. -34- Table of Contents Item 6. Exhibits Incorporate by reference Exhibit no. Description Form File No. Exhibit Filing Date 10.1† Stock Purchase Agreement, dated as of March 8, 2021 between HealthEquity, Inc., the Sellers listed on Schedule 1 and Evan McCordick, solely as the Sellers’ Representative. 8-K 001-36568 2.1 March 8, 2021 10.2 Employment Agreement between Tyson Murdock and the Company 8-K 001-36568 10.1 April 1, 2021 10.3† Asset and Unit Purchase Agreement, dated as of April 8, 2021, by and among Viking Acquisition Corp., HealthEquity, Inc., MII Life Insurance, Incorporated d/b/a Further and Aware Integrated, Inc. 8-K 001-36568 2.1 April 14, 2021 10.4† Custodial Transfer and Asset Purchase Agreement, dated as of April 27, 2021, by and between Fifth Third Bank, National Association, and HealthEquity, Inc. 8-K 001-36568 2.1 April 27, 2021 31.1+ Certification of the Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2+ Certification of the Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1*# Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2*# Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy schema linkbase document 101.CAL Inline XBRL Taxonomy calculation linkbase document 101.DEF Inline XBRL Taxonomy definition linkbase document 101.LAB Inline XBRL Taxonomy labels linkbase document 101.PRE Inline XBRL Taxonomy presentation linkbase document 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2021, formatted in Inline XBRL. + Filed herewith. * Furnished herewith. # These certifications are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference in any filing the registrant makes under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings. † Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. HealthEquity hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. -35- Table of Contents Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HEALTHEQUITY, INC. Date: June 8, 2021 By: /s/ Tyson Murdock Name: Tyson Murdock Title: Executive Vice President and Chief Financial Officer -36-