EverQuote, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities In connection with our acquisition of PolicyFuel on August 13, 2021, we agreed to issue to the former equity holders of PolicyFuel up to 182,281 shares of Class A common stock, over the next three years, subject to the achievement of specified revenue targets. Additionally, upon the achievement of these performance conditions, we also agreed to issue shares of Class A common stock with a value of up to $5.9 million. The number of these shares to be issued will be determined by the dollar value earned by the former equity holders, divided by the volume weighed average price per share of our Class A common stock for a 20-day period preceding each revenue target determination date. In connection with the PolicyFuel acquisition we also registered under the Securities Act the issuance of shares of Class A common stock issuable upon vesting of performance-based RSUs that were issued as inducement awards. In the event the number of registered shares is insufficient to fulfill the number of shares required to be issued at the time the performance condition is met, we may issue to the recipients either cash or unregistered securities. The unregistered shares described above will be issued by us in a private placement pursuant to an exemption from registration under the Securities Act, provided by Section 4(a)(2) of the Securities Act. No underwriters were involved with the agreement to issue any of these shares. On August 12, 2021, we issued 19,584 shares of Class A common stock to the former equity holders of Crosspointe as contingent consideration in connection with our acquisition of Crosspointe. These shares were issued by us in a private placement pursuant to an exemption from registration under the provided by Section 4(a)(2) of the Securities Act. No underwriters were involved with the agreement to issue any of these shares. Use of Proceeds Our initial public offering of Class A common stock, or the IPO, was effected through a Registration Statement on Form S-1 (File No. 333-225379) that was declared effective by the Securities and Exchange Commission, or SEC, on June 27, 2018. The net offering proceeds to us, after deducting underwriting discounts and commissions and other offering expenses, were $48.6 million. None of the net proceeds were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates, other than payments in the ordinary course of business to officers for salaries and to non-employee directors as compensation for board or board committee service. As of September 30, 2021, we estimate that we have used approximately $48.4 million of the net proceeds from our IPO for general corporate purposes, capital expenditures and our acquisitions of Crosspointe and PolicyFuel, including $7.0 million to repay amounts outstanding under our revolving line of credit with Western Alliance Bank. There has been no material change in the planned use of IPO proceeds from that described in the final prospectus for the IPO filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on June 28, 2018. 57 Table of Contents Item 6. Exhibits. Exhibit Number Description 31.1 Certification of Chief Executive Officer of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1† Certification of Chief Executive Officer of the Registrant Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2† Certification of Chief Financial Officer of the Registrant Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of EverQuote, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. 58 Table of Contents 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 thereunto duly authorized. EVERQUOTE, INC. Date: November 8, 2021 By: /s/ Jayme Mendal Jayme Mendal Chief Executive Officer and President (Principal Executive Officer) Date: November 8, 2021 By: /s/ John Wagner John Wagner Chief Financial Officer and Treasurer (Principal Financial Officer) 59