united states
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2021
METROMILE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39484 | 84-4916134 | ||
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of Incorporation) | Identification No.) |
| 425 Market Street #700 San Francisco, CA |
94105 | |
| (Address of principal executive offices) | (Zip Code) |
(888) 242-5204
(Registrant’s telephone number, including area code)
N/A
(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 obligations of the registrant under any of the following provisions:
| ☐ | 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, $0.0001 par value per share | MILE | The Nasdaq Capital Market | ||
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | MILEW | The Nasdaq Capital Market |
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. ☐
INTRODUCTORY NOTE
On February 9, 2021, Metromile, Inc., a Delaware corporation (the “Company”) (f/k/a INSU Acquisition Corp. II (“INSU”)), filed a Current Report on Form 8-K (the “Original Report”) to report the Closing and related matters under Items 1.01, 2.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.06 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Amendment No. 1 to Form 8-K is being filed to amend the Original Report to include additional matters related to the Transactions under Items 5.03 and 5.05 of Form 8-K.
Capitalized terms used herein by not defined herein have the meanings given to such terms in the Original Report.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Special Meeting, the Company’s stockholders voted and approved, among other things, Proposal No. 2 – Authorization to Increase the Company’s Authorized Capital (“Proposal No. 2”) and Proposal No. 3 – The Approval of Amendment and Restatement of Charter in Connection with the Merger (“Proposal No. 3”), each of which is described in greater detail in the Proxy Statement/Prospectus.
The Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on February 9, 2021 includes the amendments proposed by Proposal No. 2 and Proposal No. 3. The provisions of the Amended and Restated Certificate of Incorporation of the Company proposed to be amended by Proposal No. 3 remain unchanged in the Certificate of Incorporation. On February 9, 2021, the Board approved and adopted the Amended and Restated Bylaws (the “Bylaws”), which became effective as of the Effective Time.
Copies of the Certificate of Incorporation and the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
The description of the Certificate of Incorporation and the general effect of the Certificate of Incorporation and the Bylaws upon the rights of holders of the Company’s capital stock are included in the Proxy Statement/Prospectus under the section entitled “Description of Securities” beginning on page 221 of the Proxy Statement/Prospectus, which are incorporated herein by reference.
| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
In connection with the Transactions, on February 9, 2021, the Board approved and adopted a new Code of Conduct and Ethics applicable to all employees, officers and directors of the Company.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| # | Indicates management contract or compensatory plan or arrangement. |
| + | Schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request. |
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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.
Dated: February 11, 2021
| METROMILE, INC. | ||
| By: | /s/ Dan Preston | |
| Dan Preston | ||
| Chief Executive Officer | ||
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