Item 1.        Description of Registrant’s Securities to be Registered.

The description of the Class A common stock, $0.000005 par value per share (“Common Stock”), of Inovalon Holdings, Inc. (the “Registrant”), included under the heading “Description of Capital Stock” in the prospectus forming part of the Registrant’s Registration Statement on Form S-1 (File No. 333-201321), initially filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) on December 30, 2014, as subsequently amended (the “Registration Statement”), is incorporated herein by reference.  The prospectus to be filed with the Commission pursuant to Rule 424(b) under the Act relating to the Registration Statement shall be deemed to be incorporated herein by reference.

The Registrant’s Common Stock to be registered hereunder has been approved for listing on the NASDAQ Stock Market LLC under the symbol “INOV.”

Item 2.        Exhibits.

Under the instruction as to exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the registrant are registered with The NASDAQ Stock Market LLC and the shares of Common Stock registered hereby are not being registered pursuant to Section 12(g) of the Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

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