SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 15, 2021
(Exact Name of Registrant as Specified in Charter)
|Maryland|| ||001-33549|| ||38-3754322|
|(State or Other Jurisdiction|
| ||(I.R.S. Employer|
|299 Park Avenue||13th Floor||New York||NY|| ||10171|
|(Address of Principal Executive Offices)|| ||(Zip Code)|
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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, par value $0.001 per share||TIPT||NASDAQ|| Capital Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 7.01||Regulation FD Disclosure|
On March 15, 2021, Tiptree Inc. (“Tiptree”) issued a press release announcing its subsidiary, The Fortegra Group, LLC (“Fortegra”), has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) relating to a proposed initial public offering. Fortegra represents Tiptree’s insurance segment and includes Fortegra Financial Corporation and the entities through which Smart AutoCare is operated. The size of the offering and the price range for the proposed offering have not yet been determined. The initial public offering is expected to take place after the SEC completes its review process, subject to market and other conditions.
It is expected that the net proceeds from Fortegra’s initial public offering will be used to execute its growth strategy, repay a portion of Tiptree’s Fortress credit facility, which was entered into in connection with the acquisition of Smart AutoCare, and for working capital and general corporate purposes.
A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website in the press release attached as Exhibit 99.1 hereto is not a part of this current report on Form 8-K. The information contained in this Item 7.01, including the information contained in the press release attached as Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The press release attached as Exhibit 99.1 hereto is being issued pursuant to Rule 134 under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
|Item 9.01||Financial Statements and Exhibits.|
(d) List of Exhibits:
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:||March 15, 2021||By:||/s/ Jonathan Ilany|
|Name: Jonathan Ilany|
|Title: Chief Executive Officer|