UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 19, 2022, Hippo Holdings Inc. (“Hippo” or the “Company”) received a notice from the New York Stock Exchange (“NYSE”) that the Company is not in compliance with the NYSE continued listing standard as set forth in Section 802.01C of the NYSE Listed Company Manual, as the average closing price of the Company’s common stock was less than $1.00 per share over a consecutive 30-trading day period. The notification of non-compliance has no immediate effect on the listing or trading of Hippo’s common stock on the NYSE, subject to the Company’s compliance with the NYSE’s other continued listing requirements.
As required by the NYSE, the Company intends to respond to the NYSE within ten business days with respect to its intent to cure the deficiency. Pursuant to Section 802.01C, the Company has six months following receipt of the notification to regain compliance with the minimum share price requirement, with the possibility of extension at the discretion of the NYSE. In order to regain compliance, on the last trading day in any calendar month during the cure period, the Company’s common stock must have: (i) a closing price of at least $1.00 per share; and (ii) an average closing price of at least $1.00 per share over the 30-trading day period ending on the last trading day of such month. The Company’s failure to regain compliance during this period could result in delisting.
The Company intends to file with the Securities and Exchange Commission and make available to its stockholders a proxy statement in connection with a special meeting of stockholders (the “Special Meeting”) to be held on August 31, 2022. At the Special Meeting, stockholders of record as of the close of business on July 18, 2022 will be asked to approve a proposal (the “Reverse Stock Split Proposal”) to amend the Company’s certificate of incorporation to (a) effect a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-20 to 1-for-30, such ratio to be determined by the board of directors, or a committee of the board of directors, and included in a public announcement and (b) reduce the number of authorized shares of capital stock of the Company by a corresponding proportion. The Company’s board of directors currently intends to effect the reverse stock split in accordance with the Reverse Stock Split Proposal, if approved by the Company’s stockholders, unless it determines that doing so would not have the desired effect of maintaining the listing of such common stock on the NYSE or would otherwise not be in the best interests of the Company and its stockholders.
The Company encourages stockholders to read the definitive proxy statement (including any amendments or supplements) and other documents relating to the Special Meeting when they become available because they will contain important information. Stockholders may obtain a free copy of the definitive proxy statement (when filed) and other documents that the Company files with the SEC at the SEC’s website at www.sec.gov. When filed, the definitive proxy statement may also be obtained for free from the Company by directing a request to Hippo Holdings Inc., 150 Forest Avenue, Palo Alto, California 94301, Attention: Investor Relations, or at investors@hippo.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit Title or Description | |
| 99.1 | Press Release, dated July 19, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
Date: July 19, 2022
| HIPPO HOLDINGS, INC. | ||
| By: | /s/ RICHARD MCCATHRON | |
| Richard McCathron | ||
| Chief Executive Officer | ||