Benzinga | Dec 1, 2020 04:16PM EST

Trupanion Files Prospectus Relates To Aggregate Of Up To 3.6M Shares Of Common Stock, Which May Be Offered For Sale From Time To Time By Aflac Inc

This prospectus relates to an aggregate of up to 3,636,364 shares of our common stock, which may be offered for sale from time to time by the selling stockholder, Aflac Incorporated ("Aflac"). We will not receive any of the proceeds from any sale of our common stock by the selling stockholder.



On October 26, 2020, we entered into a Strategic Alliance Agreement (the "Alliance Agreement"), Stock Purchase Agreement (the "Purchase Agreement"), and Shareholder Agreement (the "Shareholder Agreement") with Aflac. Pursuant to the Purchase Agreement, we sold 3,636,364 shares of our common stock (the "Shares") to Aflac at a purchase price of $55.00 per Share, for net proceeds of approximately $192.5 million after deducting placement agent fees. The Shares are subject to transfer restrictions for a period of three years in accordance with the Shareholder Agreement. For more information regarding the transaction, including a description of the Purchase Agreement, the Alliance Agreement and the Shareholder Agreement, refer to the section of this prospectus entitled "Selling Stockholder."



The selling stockholder may offer the Shares from time to time in a number of different ways and at varying prices. For more information on possible methods of offer and sale by the selling stockholder, refer to the section of this prospectus entitled "Plan of Distribution." If any underwriters, dealers or agents are involved in the sale of any of the Shares, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. We have agreed to bear all of the expenses incurred in connection with the registration of the Shares. The selling stockholder will pay or assume brokerage commissions and similar charges incurred for the sale of the Shares.



The information in this prospectus is accurate as of the date on the front cover. Information incorporated by reference into this prospectus is accurate as of the date of the document from which the information is incorporated. You should not assume that information contained in or incorporated by reference into this prospectus is accurate as of any other date.



Our common stock is traded on The Nasdaq Stock Market LLC under the trading symbol "TRUP." On November 30, 2020, the closing price of our common stock was $101.38 per share.