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
Date of Report (Date of earliest event reported): September 29, 2022
Hippo Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-39711 | 32-0662604 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
150 Forest Avenue
Palo Alto, California 94301
(650) 294-8463
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common stock, $0.0001 par value per share | HIPO | New York Stock Exchange | ||
| Warrants to purchase common stock | HIPO.WS | New York Stock Exchange |
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 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 29, 2022, Hippo Holdings Inc. (the “Company” or “Hippo”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”) to effect a one-for-25 reverse stock split of the Company’s common stock (the “Reverse Stock Split”) and a corresponding adjustment to its authorized capital stock, effective as of 11:59 p.m. Eastern Daylight Time on September 29, 2022. The foregoing descriptions of the Charter Amendment are not complete and are subject to, and qualified in their entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference into this Item 5.03.
| Item 8.01 | Other Events. |
On September 29, 2022, the Company issued a press release announcing that it had filed the Charter Amendment with the Secretary of State of the State of Delaware and other matters related to the Reverse Stock Split.
A copy of the press release announcing these matters is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Hippo Holdings Inc. | |
| 99.1 | Press Release dated September 29, 2022 | |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document) | |
SIGNATURE
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 hereunto duly authorized.
| Hippo Holdings Inc. | ||||||
| Date: September 29, 2022 | By: | /s/ Stewart Ellis | ||||
| Name: | Stewart Ellis | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
HIPPO HOLDINGS INC.
Hippo Holdings Inc. (the “Corporation”), a corporation duly organized and validly existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
| 1. | Article IV of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows, effective as of 11:59 p.m. Eastern Daylight Time on September 29, 2022: |
The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of capital stock that the Corporation shall have authority to issue is 80,400,000. The total number of shares of Common Stock that the Corporation is authorized to issue is 80,000,000, having a par value of $0.0001 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is 400,000, having a par value of $0.0001 per share.
Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each twenty-five (25) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Shareholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the New York Stock Exchange as of the first trading day following the Effective Time, by (b) the fraction of one share owned by the stockholder. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.
| 2. | This Certificate of Amendment to the Certificate of Incorporation of the Corporation has been duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with the provisions of Section 242 of the DGCL. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its Chief Financial Officer on this 28th day of September, 2022.
| HIPPO HOLDINGS INC. | ||
| By: | /s/ STEWART ELLIS | |
| Stewart Ellis | ||
| Chief Financial Officer | ||
Exhibit 99.1
Hippo 1-for-25 Reverse Stock Split to Become Effective at 11:59 p.m. Eastern Daylight Time September 29, 2022
Palo Alto, Calif, September 29, 2022 (BUSINESS WIRE) — Hippo Holdings Inc. (NYSE: HIPO), the home insurance group focused on proactive home protection, today announced that it has filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the previously announced 1-for-25 reverse stock split of the company’s common stock and a corresponding adjustment to its authorized capital stock. The reverse stock split and corresponding capital stock adjustment will become effective at 11:59 p.m. Eastern Daylight Time on September 29, 2022. The company’s common stock will begin trading on a split-adjusted basis when the markets open on Friday, September 30, 2022, under the existing trading symbol “HIPO” and new CUSIP number: 433539 202.
As a result of the reverse stock split, every 25 shares of the Company’s issued and outstanding common stock will automatically be converted into one share of issued and outstanding common stock. No fractional shares will be issued as a result of the reverse stock split. Instead, stockholders who otherwise would be entitled to receive fractional shares of common stock will be entitled to receive cash. The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s outstanding common stock, except for adjustments that may result from the treatment of fractional shares.
All outstanding warrants to purchase the Company’s common stock will be adjusted as a result of the reverse stock split in accordance with the terms of the warrants. In particular, every 25 shares of Hippo common stock that may be purchased pursuant to such warrants will represent one share of Hippo common stock that may be purchased pursuant to such warrants, and the exercise price per share will be $287.50, which equals the product of 25 multiplied by $11.50, the exercise price per share prior to the reverse stock split.
About Hippo
Hippo is protecting the joy of homeownership, helping to safeguard customers’ most important financial asset by harnessing the power of real-time data, smart home technology, and a growing suite of home services to deliver proactive home protection.
Hippo Holdings Inc.’s (NYSE: HIPO) operating subsidiaries include Hippo Insurance Services, Hippo Home Care, First Connect Insurance Services, Spinnaker Insurance Company, Spinnaker Specialty Insurance Company, and Mainsail Insurance Company. Hippo Insurance Services is a licensed property casualty insurance agent with products underwritten by various affiliated and unaffiliated insurance companies. For more information, including licensing details, visit http://www.hippo.com.
Investors:
Cliff Gallant, VP of Investor Relations
investors@hippo.com
Press:
Mark Olson
press@hippo.com
Source: Hippo
Forward-looking statement safe harbor
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, the company’s reverse stock split and the expected timing of events related thereto. These statements are based on the current expectations of Hippo’s management and are not predictions of actual performance. Actual events and circumstances are subject to risks and uncertainties, are difficult or
impossible to predict and will differ from assumptions, and many actual events and circumstances are beyond the control of Hippo. . If any of these risks materialize or our assumptions prove incorrect, actual events and timing could differ materially from the events and timing implied by these forward-looking statements. There may be additional risks and uncertainties that Hippo does not presently know, or that Hippo currently believes are immaterial, that could also cause actual events and timing to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Hippo’s expectations, plans, or forecasts of future events and views as of the date of this press release. Hippo anticipates that subsequent events and developments will cause Hippo’s assessments to change. However, while Hippo may elect to update these forward-looking statements at some point in the future, Hippo specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Hippo’s assessments of any date or time subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.