UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549








FORM
10-K/A

Amendment
No. 1








|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2018



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



For
the transition period from ____________ to ____________



COMMISSION
FILE NUMBER 001-35811












Health
Insurance Innovations, Inc.

(Exact
name of registrant as specified in its charter)








|Delaware                                                                               |  | 46-1282634                                               
|-------------------------------------------------------------------------------------- |  | ---------------------------------------------------------
|(State
        or other jurisdiction of
        incorporation
        or organization) |  | (IRS
        Employer
        Identification
        No.)



|15438
    North Florida Avenue, Suite 201, Tampa, Florida |  | 33613     
|--------------------------------------------------------- |  | ----------
|(Address
    of principal executive offices)              |  | (zip
code)



Registrant’s
telephone number, including area code:

(813)
397-1187








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 A Common Stock, par value $0.001 per share |  | HIIQ              |  | NASDAQ
    Global Market                 



SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None








Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [  ] No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer | [  ] | Emerging
    growth company                       | [  ] | Accelerated
    filer         | [X] 
|--------------------------- | ---- | ------------------------------------------------- | ---- | ----------------------------- | ----
|Non-accelerated
    filer   | [  ] | (Do
    not check if a smaller reporting company) |      | Smaller
    reporting 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. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes [  ] No [X]



The
aggregate market value of the registrant’s Class A and Class B common stock held by non-affiliates of the registrant, as
of June 30, 2018, was approximately $351.6 million. Such aggregate market value was computed by reference to the closing price
of the Class A common stock as reported on the NASDAQ Global Market on June 29, 2018.



As
of March 11, 2019, there were 12,188,848 shares of the registrant’s Class A common stock, $0.001 par value per share, outstanding
and 2,541,667 shares of the registrant’s Class B common stock, $0.001 par value per share, outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE



Portions
of the definitive proxy statement for the 2019 Annual Meeting of Stockholders of the Registrant to be filed subsequently with
the SEC are incorporated by reference into Part III of this Annual Report on Form 10-K/A to the extent indicated herein.
















EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Health Insurance Innovations,
Inc. for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on March 14, 2019 (the
“Original Filing”).



Health
Insurance Innovations, Inc. is filing this Amendment for the sole purpose of correcting the number of shares of the Company’s
Class A common stock outstanding as of March 11, 2019, as disclosed on the cover page of the Original Filing. The number of outstanding
shares of the Company’s Class A common stock disclosed in the Original Filing inadvertently included 2,486,976 treasury
shares that were issued but were not outstanding. Therefore, the number of shares of the Company’s Class A common stock
outstanding as of March 11, 2019 was 12,188,848.



Pursuant
to Rule 12b-15 under Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new Rule 13a-14(a)/15d-14(a)
Certifications, which are attached hereto. Since no financial statements have been amended by or included in this Form 10-K/A
and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs
3, 4 and 5 of the certifications have been omitted.



This
Form 10-K/A does not change or update any of the other disclosures contained in the Original Filing, including, without limitation,
the total number of outstanding shares of Class A and Class B common stock otherwise disclosed within the body of the Original
Filing.











HEALTH
INSURANCE INNOVATIONS, INC.



EXHIBIT
INDEX



|Exhibit
    No. |  | Description                                                             
|--------------- |  | ------------------------------------------------------------------------
|                |  |                                                                         
|31.1*           |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a).
|                |  |                                                                         
|31.2*           |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a).
|                |  |                                                                         
|101.INS         |  | XBRL
    Instance Document.                                             
|101.SCH         |  | XBRL
    Taxonomy Extension Schema Document.                            
|101.CAL         |  | XBRL
    Taxonomy Calculation Linkbase Document.                        
|101.LAB         |  | XBRL
    Taxonomy Label Linkbase Document.                              
|101.PRE         |  | XBRL
    Taxonomy Presentation Linkbase Document.                       
|101.DEF         |  | XBRL
    Taxonomy Definition Document.                                  



|* | Document
    is filed with this Form 10-K/A.
|- | --------------------------------------------













Pursuant
to the requirements of Section 13 or 15(d) 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 on the 7th day of May 2019.



| | HEALTH
    INSURANCE INNOVATIONS, INC.
| | --------------------------------------
| |                                       
| | By:                                   
| |                                       
| |                                       
| |                                       
| |                                       
| | By:                                   
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