Item 1.01 Entry into a Material Definitive Agreement.
On
In connection with the Agreements, the Company issued to the Warrantholder a
warrant (the "Warrant") to purchase up to 3,352,025 shares of the Company's
common stock ("Common Stock"), with an exercise price of
The number of shares of Common Stock for which the Warrant is exercisable and the exercise price may be adjusted upon any event involving stock splits, subdivisions, reclassifications, combinations, distributions, or a change of control. Under the Omnibus Agreement, the Warrantholder is permitted to transfer, in each case so long as such transfer is in accordance with applicable law and the provisions of the Company's certificate of incorporation and bylaws, (i) the Warrant to an affiliate of the Warrantholder, (ii) the Warrant to a lender or other financial party to which the Warrantholder and/or its affiliates have pledged substantially all of its equity holding in respect of a loan or other secured indebtedness, (iii) the Warrant in connection with an acquisition transaction approved by the Company's board of directors, (iv) the Warrant to the extent required under applicable law or (v) the Warrant with the prior written consent of the Company.
In connection with the entry into the Agreements, the Company amended and
restated its investors' rights agreement (the "New IRA") (i) to grant the
Warrantholder certain registration rights under the Securities Act of 1933 (the
"Securities Act") by adding the Warrantholder as a party to the New IRA, (ii) to
extend the expiration of the registration rights to seven years following the
effective date of the New IRA and (iii) to add a new provision pursuant to which
the Company will be required to file a registration statement on Form S-3 on or
before
The Warrantholder may not beneficially own more than 4.999% of the number of shares of Common Stock outstanding immediately after giving effect to any exercise of the Warrant unless Warrantholder provides 60 days' prior written notice to the Company or sooner notice in connection with certain acquisition transactions of the Company.
The issuance of the Warrant under the Agreements was made in a private placement transaction and have not been registered under the Securities Act or under any state securities laws pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Copies of the Omnibus Agreement and Warrant Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively. This summary description does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, which are incorporated herein by reference.
Item 3.02. Unregistered Sales ofEquity Securities .
The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
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Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Omnibus Agreement, dated as ofOctober 14, 2022 , by and betweenLemonade, Inc. andChewy Insurance Services, LLC 10.2* Warrant Agreement, dated as ofOctober 14, 2022 , by and betweenLemonade, Inc. andChewy Insurance Services, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10) of Regulation S-K
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