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
Number 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)
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