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Recent Sales of Unregistered Equity Securities
−Removed: On June 3, 2022, we issued 2,060,119 shares of our Common Stock as consideration for a business acquisition.
−Removed: The issuance of the Common Stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D and Regulation S thereunder.
+Added: As previously disclosed in our Current Report on Form 8-K filed with the SEC on September 6, 2022, on September 5, 2022, we entered into the State Farm Securities Purchase Agreement, pursuant to which the Company agreed to consummate the State Farm Strategic Investment, which closed on October 13, 2022, as disclosed in our Current Report on Form 8-K filed with the SEC on October 13, 2022.
Use of Proceeds from Registered Equity Securities
−Removed: We did not receive any proceeds from sales of registered equity securities during the six months ended June 30, 2022.
+Added: We did not receive any proceeds from sales of registered equity securities during the nine months ended September 30, 2022.
Issuer Purchases of Equity Securities
−Removed: There were no repurchases of any shares of our common stock during the three months ended June 30, 2022.
+Added: There were no repurchases of any shares of our common stock during the three months ended September 30, 2022.
+Added: On September 12, 2022, and in connection with the State Farm Strategic Investment, the Company commenced a tender offer to purchase up to 133,333,333 shares of the Company’s Common Stock (including shares issued upon conversion of Class B Common Stock) at a price of $9.00 per share.
+Added: The Tender Offer expired on October 20, 2022.
+Added: On October 26, 2022, upon the terms and subject to the conditions described in the Offer to Purchase dated September 12, 2022 (as amended from time to time), the Company repurchased an aggregate of 133,333,333 shares of the Company’s Common Stock at a purchase price of $9.00 per share for a total cost of $1.2 billion using the proceeds from the State Farm Strategic Investment.
+Added: No shares of Class B Common Stock were converted and tendered in the Tender Offer.
DEFAULTS UPON SENIOR SECURITIES.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.