UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2022
TRUPANION, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-36537 | | 83-0480694 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
6100 4th Avenue S, Suite 400
Seattle, Washington 98108
(Address of principal executive offices, including zip code)
(855) 727 - 9079
(Registrant's telephone number, including area code)
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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, $0.00001 par value per share | TRUP | The NASDAQ Stock Market LLC |
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 3, 2022, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended September 30, 2022. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On November 1, 2022, Eric Johnson notified the Company of his decision to resign, effective as of January 1, 2023, from his position as a member of the Board of Directors of the Company (the “Board”). Mr. Johnson’s resignation was not a result of any disagreement with the Company or the Board. A copy of the resignation letter from Mr. Johnson, dated November 1, 2022, is filed as Exhibit 99.2 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 3, 2022, the Company issued a press release announcing that the Company had entered into a definitive agreement for the acquisition of Royal Blue s.r.o. A copy of this press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The information furnished with Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.3, shall not be deemed "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 it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits | |
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| Exhibit No. | Description |
| | Press release regarding financial results issued by Trupanion, Inc. dated November 3, 2022 |
| | Eric Johnson Board Resignation Letter, dated November 1, 2022 |
| | Press release regarding acquisition of Royal Blue s.r.o. issued by Trupanion, Inc. dated November 3, 2022 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
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| TRUPANION, INC. |
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| By: | /s/ Drew Wolff |
| Name: Drew Wolff |
| Title: Chief Financial Officer |
Date: November 3, 2022
