UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 22, 2022, EverQuote, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Recognition Capital, LLC (the “Purchaser”) pursuant to which the Company agreed to issue and sell to the Purchaser, in a private placement, 1,004,016 shares (the “Shares”) of the Company’s Class A Common Stock, $0.001 par value per share (the “Common Stock”), at a price of $14.94 per share, which is equal to the closing price of the Common Stock on the Nasdaq Global Market on the date of the Securities Purchase Agreement, for aggregate proceeds to the Company of $15.0 million (the “Private Placement”). The Purchaser is an entity which is owned and controlled by David Blundin, the chairman of the Company’s board of directors, and an affiliate of Link Ventures, the Company’s largest existing stockholder. The Private Placement closed on February 23, 2022.
The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchaser in the Securities Purchase Agreement, the offering and sale of the Shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 promulgated under the Securities Act. The sale of the Shares by the Company in the Private Placement was not registered under the Securities Act or any state securities laws and the Shares may not be offered or sold absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the Shares did not involve a public offering and was made without general solicitation or general advertising. In the Securities Purchase Agreement, the Purchaser represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and it is acquiring the Shares as principal for its own account and not with a view to any distribution or resale of the Shares in violation of the Securities Act or any applicable state securities law.
| Item 8.01 | Other Events. |
On February 23, 2022, the Company issued a press release announcing the pricing of the Private Placement, which press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Securities Purchase Agreement, dated February 22, 2022, by and between EverQuote, Inc. and Recognition Capital, LLC | |
| 99.2 | Press release dated February 23, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EVERQUOTE, INC. | ||||||
| Date: February 23, 2022 | By: | /s/ David Mason | ||||
| David Mason | ||||||
| Secretary and General Counsel | ||||||