What changed in this filing

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Item 1A. Risk Factors

2022-05-06 compared with 2021-11-08 · 190 added, 106 removed, 575 unchanged (34% of the section changed)

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including our condensed consolidated financial statements and the related notes, and in our other filings with the SEC.

Our business, financial condition, operating results, cash flow and prospects could be materially and adversely affected by any of these risks or uncertainties.

Our business, financial condition, operating results, cash flow and prospects could be materially adversely affected by any of these risks or uncertainties.

In that case, the trading price of our Class A common stock could decline, and you may lose all or part of your investment.

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As a result, we cannot guarantee that insurance providers will continue to work with us, or, if they do, the number of referrals they will purchase from us, the price they will pay per referral or their total spend with us.

For example, we are currently experiencing, and expect to continue to experience, a decrease in auto insurance carrier marketing spend, which we believe is due to challenges in the auto insurance industry.

For example, we are currently experiencing, and expect to continue to experience, decreased auto insurance carrier marketing spend, which we believe is due to challenges in the auto insurance industry.

In addition, we may not be able to attract new insurance providers to our marketplace or increase the amount of revenue we earn from insurance providers over time.

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Because our insurance provider customers can stop buying from us, or spend less with us, at any time and our insurance carrier customers may cease providing subsidies to our insurance agent customers at any time, our business, results of operations and financial condition could be materially adversely affected with little to no notice.

We depend on search engines, display advertising, social media, email, content-based online advertising and other online sources to attract consumers to our websites or marketplace, and if we are unable to cost-effectively attract consumers and convert them into quote requests that we can sell to our insurance provider customers, our business and financial results may be harmed.

Our success depends on our ability to attract online consumers to our websites or marketplace and convert those consumers into quote requests that we can sell to our insurance provider customers.

We depend on search engines, display advertising, social media, email, content-based online advertising and other online sources to attract consumers to our websites or marketplace, and if we are unable to cost-effectively attract consumers and convert them into referrals that we can sell to our insurance provider customers, our business and financial results may be harmed.

Our success depends on our ability to attract online consumers to our websites or marketplace and convert those consumers into referrals that we can sell to our insurance provider customers.

We depend, in part, on search engines, display advertising, social media, email, content-based online advertising and other online sources for our website traffic.

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Consumer traffic to our websites and the volume of quote requests generated by consumer traffic varies and can decline from to time.

For example, quote requests increased to 4,113,000 in the three months ended March 31, 2019, increased to 4,519,000 in the three months ended June 30, 2019, increased to 5,516,000 in the three months ended September 30, 2019 and increased to 5,863,000 in the three months ended December 31, 2019.

Quote requests increased to 7,392,000 in the three months ended March 31, 2020, decreased to 6,777,000 in the three months ended June 30, 2020 decreased to 6,291,000 in the three months ended September 30, 2020 and increased to 6,553,000 in the three months ended December 31, 2020.

Quote requests increased to 7,720,000 in the three months ended March 31, 2021, decreased to 6,781,000 in the three months ended June 30, 2021, and increased to 7,613,000 in the three months ended September 30, 2021.

Additionally, even if we are successful in generating traffic to our websites, we may not be able to convert these visits into consumer quote requests.

Additionally, even if we are successful in generating traffic to our websites, we may not be able to convert these visits into referrals.

We currently compete with numerous other online marketing companies, and we expect that competition will intensify.

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We may be forced to expend significant resources to remain competitive with current and potential competitors.

If any of our competitors are more successful than we are at attracting and retaining consumers, or if we are unable to effectively convert visits into consumers quote requests, our business, financial condition and results of operations could be materially adversely affected.

If any of our competitors are more successful than we are at attracting and retaining consumers, or if we are unable to effectively convert visits into referrals, our business, financial condition and results of operations could be materially adversely affected.

The ongoing COVID-19

pandemic could adversely affect our business, results of operations and financial condition.

In March 2020, the World Health Organization declared the outbreak of COVID-19

pandemic has continued to spread throughout the United States and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place

orders, and business limitations and shutdowns.

pandemic has had a significant adverse impact on global commercial activity and has created significant volatility in financial markets.

Many governmental authorities have implemented travel bans and restrictions, quarantines, shelter-in-place

orders, business limitations and shutdowns and other measures to attempt to contain the spread of the virus.

Government recommendations and requirements are continuing to change and there remains significant uncertainty as to the breadth and duration of business disruptions related to COVID-19,

as well as its impact on the global economy and consumer confidence.

As a result, we are unable to accurately predict the full impact that COVID-19

will have on our results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic, containment measures and the potential economic impact on our insurance provider customers and our users.

will have on our insurance provider customers or our users, or on our results from operations, financial condition, liquidity and cash flows.

The impact of the COVID-19

pandemic could also exacerbate other risks discussed in this Risk Factors section and this report, which could in turn have a material adverse effect on us.

To support the health and well-being of our employees and communities, our employees began working remotely starting in March 2020, however our offices are now open for use.

Work-from-home and other measures introduce additional operational risks, including cybersecurity risks, and have affected the way we conduct our product and business development efforts as well as other activities, which could have an adverse effect on our operations.

Work-from-home and other measures have introduced additional operational risks, including cybersecurity risks, and have affected the way we conduct our product and business development efforts as well as other activities, which could have an adverse effect on our operations.

There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and illness and workforce disruptions could lead to unavailability of key personnel and harm our ability to perform critical functions.

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may result in inefficiencies, delays and additional costs in our sales and marketing efforts that we cannot fully mitigate through remote or other alternative work arrangements.

We are also unsure what additional actions our carrier and agent customers, as well as our users, may take in response to coronavirus (COVID-19).

In addition, we are unable to predict how user behavior will change in response to COVID-19.

example, we believe that immediately after shelter-in-place

orders went into effect consumers performed less searches for insurance online.

The degree to which COVID-19 impacts

our results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration of the COVID-19

pandemic, its severity, the actions to contain the virus or treat its impact, other actions taken by governments, businesses, and individuals in response to the virus and resulting economic disruption, and how quickly and to what extent normal economic and operating conditions can resume.

We are similarly unable to predict the degree to which the pandemic will impact our users, insurance provider customers, suppliers, vendors, and other partners, and their financial conditions, but a material effect on these parties could also adversely affect us.

The impact of COVID-19

could also exacerbate other risks discussed in this Risk Factors section and this report, which could in turn have a material adverse effect on us.

Developments related to COVID-19

have been rapidly changing, and additional impacts and risks may arise that we are not currently aware of or to which we may not be able to appropriately respond.

Although we expect that current cash and cash equivalent balances and cash flows generated from operations will be sufficient to meet our working capital needs and other capital and liquidity requirements for at least the next 12 months, if our access to capital is restricted or our borrowing costs increase, our operations and financial condition could be adversely impacted.

We are also unsure what additional actions our carrier and agent customers, as well as our users, may take in response to the COVID-19

In addition, we are unable to predict how user behavior and the overall insurance markets will change in response to the COVID-19

For example, we believe that immediately after shelter-in-place

orders went into effect consumers performed fewer searches for insurance online.

Although we expect that current cash and cash equivalent balances will be sufficient to meet our working capital needs and other capital and liquidity requirements for at least the next 12 months, if our access to capital is restricted or our borrowing costs increase as a result of the COVID-19

pandemic, our operations and financial condition could be adversely impacted.

We compete with other media for advertising spend from our insurance provider customers, and if we are unable to maintain or increase our share of the advertising spend of our insurance provider customers, our business could be harmed.

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If the use of our marketplace declines or does not continue to grow, our business and operating results would be harmed.

A significant portion of our revenue in recent periods was derived from one customer, and our results of operations could be adversely affected and stockholder value harmed if we lose business from this customer.

Sales to Progressive Casualty Insurance Company accounted for 22% of our revenue for the year ended December 31, 2020 and 18% of our revenue for the nine months ended September 30, 2021.

This customer made purchases from us under short-term agreements and may decrease or cease doing business with us at any time with no notice.

As a result, we have no assurances that this customer will continue to purchase from us at its historical levels or at all.

If this customer were to reduce its level of purchases from us or discontinue its relationships with us, the loss could have a material adverse effect on our results of operations in both the short and long term.

A significant portion of our revenue in recent periods was derived from two customers, and our results of operations could be adversely affected and stockholder value harmed if we lose business from these customers.

Sales to Progressive Casualty Insurance Company accounted for 14% of our revenue for the three months ended March 31, 2022 and 16% of our revenue for the year ended December 31, 2021.

Sales to State Farm Mutual Automobile Insurance Company accounted for 11% of our revenue for the three months ended March 31, 2022 and less than 10% of our revenue for the year ended December 31, 2021.

These customers made purchases from us under short-term agreements and may decrease or cease doing business with us at any time with no notice.

As a result, we have no assurances that these customers will continue to purchase from us at their historical levels or at all.

If these customers were to reduce their level of purchases from us or discontinue their relationships with us, the loss could have a material adverse effect on our results of operations in both the short and long term.

If our emails are not delivered and accepted or are routed by email providers less favorably than other emails our business may be substantially harmed.

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A significant portion of our revenue is derived from insurance providers acquiring referrals on an auction basis.

If insurance providers decrease their bids or stop bidding in our auctions, our business, results of operations and financial condition could be materially adversely affected.

If insurance providers decrease their bids or stop bidding in our auctions, our business, results of operations, liquidity and financial condition could be materially adversely affected.

Insurance providers in our marketplace participate in a unified, real-time auction.

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In addition, insurance providers frequently change their bidding in our auctions, which can make it difficult to predict revenue from period to period.

Because our insurance provider customers can stop buying from us, or spend less with us, at any time our business, results of operations and financial condition could be materially adversely affected with little to no notice.

Because our insurance provider customers can stop buying from us, or spend less with us, at any time our business, results of operations, liquidity and financial condition could be materially adversely affected with little to no notice.

For example, some of our large auto insurance carrier customers have reduced their bids, and have indicated further bid reductions, in response to challenges in the auto insurance industry.

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Without an innovative marketplace and related product and service offerings, we may be unable to attract additional consumers or retain current consumers, which could adversely affect our ability to attract and retain insurance providers who want to participate in our marketplace, which could, in turn, harm our business and financial results.

In addition, while we have historically concentrated our efforts on the automobile insurance market, we will need to further penetrate additional vertical markets, such as home and renters, life, commercial and health insurance, in order to achieve our long-term growth goals.

In addition, while we have historically concentrated our efforts on the automobile insurance market, we will need to further penetrate additional vertical markets, such as home and renters, life and health insurance, in order to achieve our long-term growth goals.

Our success in the automobile insurance market depends on our deep understanding of this industry.

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Our business is substantially dependent on revenue from automotive insurance providers and subject to risks related to automotive insurance and the larger automotive industry.

Our business may also be adversely affected by downturns in the home and renters, life, commercial and health insurance industries.

A substantial majority of the insurance purchased through our marketplace is automobile insurance and our financial prospects depend significantly on the larger automotive industry ecosystem.

Revenue from automotive insurance providers accounted for 82% of our total revenue for the nine months ended September 30, 2021 and 82% of our revenue for the year ended December 31, 2020.

Our business may also be adversely affected by downturns in the home and renters, life and health insurance industries.

A substantial majority of the referrals made through our marketplace are for automobile insurance and our financial prospects depend significantly on the larger automotive industry ecosystem.

Revenue from automotive insurance providers accounted for 79% of our total revenue for the three months ended March 31, 2022 and 79% of our total revenue for the year ended December 31, 2021.

If insurance carriers experience large or unexpected losses through the offering of insurance, these carriers may choose to decrease the amount of money they spend with us.

For example, we believe that some of our large auto insurance carrier customers are experiencing higher than expected loss ratios and, as a result, these carriers are decreasing their marketing spend with us.

For example, starting in late 2021 and continuing into 2022, many auto insurance carriers experienced larger than expected loss-ratios which continues to result in a decreasing spend in our marketplace.

In addition, decreases in consumer demand in the automotive industry in general could adversely affect the demand for insurance and, in turn, the number of consumers using our marketplace to request insurance quotes.

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As a result, we may not be able to acquire media inventory that meets our insurance provider’s performance, price, and quality requirements, in which case our revenue could decline, or our operating costs could increase.

Changes in the health insurance market or in the variety, quality and affordability of the insurance products offered by our insurance carrier partners could harm our business, operating results, financial condition and prospects.

The demand for our agency services is impacted by the health insurance market generally as well as the variety, quality and price of the insurance products we distribute.

If insurance carriers do not continue to provide us with a variety of high-quality, affordable insurance products, or if, as a result of consolidation in the insurance industry or otherwise their offerings are limited, our sales may decrease and our business, operating results, financial condition and prospects could be harmed.

The commissions received by our DTC agency are set by our insurance carrier partners and can be reduced with little to no notice.

Additionally, our insurance carrier partners can also change their underwriting practices in ways that reduce the number of insurance policies we sell, which could harm our business, operating results, financial condition, liquidity and prospects.

Our commission rates from our insurance carrier partners are typically set by each carrier or negotiated between us and each carrier, and carriers can alter, and have altered, these commission rates with relatively short notice.

Changes of this nature could result in reduced commissions or impact our relationship with such carriers.

In addition, carriers periodically change the criteria they use for determining whether they are willing to insure individuals.

Future changes in insurance carrier underwriting criteria could negatively impact sales of, or the renewal or approval rates of, insurance policies on our distribution platform and could harm our business, operating results, financial condition, liquidity and prospects.

Our insurance carrier partners can choose to no longer offer products and services through us and may instead sell directly to consumers or through our competitors.

Our DTC agents are appointed by our insurance carrier partners to sell insurance products.

None of these appointments are exclusive, and consumers may obtain quotes from, and purchase the same insurance policies we sell directly from the carrier, or from our competitors.

Insurance carriers often attract consumers directly through their own marketing campaigns or other methods of distribution, such as referral arrangements, internet sites, physical storefront operations or broker agreements.

Furthermore, our insurance carrier partners could discontinue distributing their products through our agency services, which would reduce the breadth of the products we distribute and could put us at a competitive disadvantage.

If consumers seek insurance policies directly from insurance carriers or through our competitors, the number of consumers shopping for insurance through our platform may decline, and our business, operating results, financial condition and prospects could be materially adversely affected.

If our ability to enroll individuals during the health insurance Annual Enrollment Period and Open Enrollment Period is impeded, our business will be harmed.

During 2021, most of our DTC agency commissions were achieved in the fourth quarter.

In general, our Medicare Advantage and Medicare Supplement policies are submitted during the Annual Enrollment Period, or AEP.

Our agents, systems and processes must handle an increased volume of transactions that occur during the AEP and the Open Enrollment Period, or OEP.

To accommodate this increased volume, we hire additional agents during these periods.

In order for agents to be effective, we must ensure that such agents are properly trained, licensed, appointed and certified to the extent required by state authorities and our insurance carrier partners.

If technology failures, any inability to timely employ, license, train, certify and retain our employees to sell health insurance products, interruptions in the operation of our systems, issues with government-run

health insurance exchanges, weather-related events that prevent our employees from coming to our offices, or any other circumstances prevent our health insurance agency from operating as expected during an enrollment period, we could sell fewer policies and suffer a reduction in our business and our operating results, financial condition, prospects and profitability could be materially adversely affected.

If our DTC agents are unable to effectively convert consumer referrals to bound insurance policies, our business may be adversely affected.

Our DTC agency depends on our ability to successfully obtain insurance referrals and convert those referrals to bound policies.

If we are unable to convert these consumers, or if our conversion rates do not match our expectations, our business may be substantially impacted.

Many factors impact our conversion rate, including the quality of our referrals, the effectiveness of our agents, and the effectiveness of our workflow technology.

If referral quality diminishes, our conversion rates will be adversely affected.

Competition in the marketplace and referral quality affect conversion rates.

If competition for customers increases, our referral costs will increase and conversion rates may decline, even absent a degradation in referral quality.

Our conversion rates are also affected by agent tenure.

If agent turnover increases, leading to a decline in the average tenure of our agents, conversion rates may be adversely affected.

If we are unable to recruit, train and retain talented agents, our ability to successfully convert consumer referrals may be adversely impacted.

Our conversion rates may also be affected by issues with our workflow technology.

Any adverse impact on our conversion rates could cause a material and adverse effect on our business, operating results, financial condition and prospects.

Our business is dependent on our obtaining a large quantity of high-intent consumer referrals in a cost-effective manner.

Our business requires access to a large quantity of quality consumer referrals to keep our agents productive.

We are dependent upon a number of lead suppliers from whom we obtain consumer referrals to support our sales of insurance policies.

The loss of one or more of these referral sources, or our failure to otherwise compete to secure quality consumer referrals, could significantly limit our ability to access our target market for selling policies.

We may not be able to compete successfully for high-quality referrals against our current or future competitors, some of whom have significantly greater financial, technical, marketing and other resources than we do.

If we fail to compete successfully with our competitors to source high intent consumers, we may experience increased marketing costs, lower policy sales, and loss of market share, and our business and profitability could be materially adversely affected.

If we fail to build and maintain our brand, our ability to expand the use of our marketplace by consumers and insurance providers may be adversely affected.

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If we fail to expand our marketing efforts in offline channels or to market ourselves successfully on such channels, we may not experience increases in consumer traffic and increased referral and advertising revenue necessary to grow our business, which could have a material adverse effect on our results of operations and financial results.

Failure to increase our revenue or reduce our sales and marketing expense as a percentage of revenue would adversely affect our financial condition and profitability.

Failure to increase our revenue or reduce our sales and marketing expense as a percentage of revenue would adversely affect our financial condition, liquidity and profitability.

We expect to make significant future investments to support the further development and expansion of our business, and these investments may not result in increased revenue or growth on a timely basis or at all.

Furthermore, these investments may not decrease as a percentage of revenue if our business grows.

In particular, we intend to continue investing to market to our consumers including to increase awareness of our brand, including through television and radio advertisements.

There can be no assurance that these investments will increase revenue or that we will eventually be able to decrease our sales and marketing expense as a percentage of revenue, and failure to do so would adversely affect our financial condition and profitability.

In particular, we intend to continue investing in marketing to our consumers to increase brand awareness, including through television and radio advertisements.

We participate in a highly competitive market, and pressure from existing and new companies may adversely affect our business and operating results.

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We have limited experience, and may not be successful, in acquiring consumers from offline sources.

We recently began to acquire consumers through limited offline sources, including television advertisements, direct mail and inbound calls from consumers.

We acquire consumers through limited offline sources, including television advertisements, direct mail and inbound calls from consumers.

We may not succeed in advertising and acquiring consumers to these channels and may incur substantial costs without corresponding benefit.

In addition, consumers that request quotes through offline sources like inbound calls do not provide the same level of consumer data as we receive from our online sources and as a result, we may not be able to successfully match these consumers with insurance providers.

We have limited experience acquiring consumer quote requests from third-party sources and as a result we may not be successful with our verified partner network.

We have increased reliance on acquiring consumer quote requests from third-party sources and as a result we may not be successful with our verified partner network.

Through our verified partner network, we acquire consumer quote requests that are submitted by consumers directly to select third parties.

While we have increased the number of quote requests acquired from these third-party sources, we still have limited experience in acquiring quote requests from third-party providers, we do not know if we will be able to acquire quote requests in significant volume, at prices that are attractive, whether the consumers will represent high-intent insurance shoppers, or whether insurance providers in our marketplace will purchase referrals for consumers acquired through our verified partner network.

Additionally, any failure by us or third parties in our verified partner network on which we rely for quote requests to adhere to or successfully implement appropriate processes and procedures in response to existing regulations and changing regulatory requirements could result in legal and monetary liability, significant fines and penalties, or damage to our reputation in the marketplace, any of which could have a material adverse effect on our business, financial condition, and results of operations.

While we have increased the number of quote requests acquired from these third-party sources, we still have limited experience in acquiring quote requests from third-party providers, we do not know if we will be able to continue to acquire verified partner network quote requests in significant volume, at prices that are attractive, whether the consumers will represent high-intent insurance shoppers, or whether insurance providers in our marketplace will purchase referrals for consumers acquired through our verified partner network.

Additionally, any failure by us or third parties in our verified partner network on which we rely for quote

requests to adhere to or successfully implement appropriate processes and procedures in response to existing regulations and changing regulatory requirements could result in significant legal and monetary liability, including fines and penalties, or damage to our reputation in the marketplace, any of which could have a material adverse effect on our business, financial condition, and results of operations.

A significant portion of the agents in our marketplace are affiliated with a limited number of insurance carriers.

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Although we carry business interruption insurance, it may not be sufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business that may result from interruptions in our service as a result of system failures.

Consumer adoption of call blocking technology, or restrictions placed by telephone carriers and communication platforms, may reduce our ability to call or text message our consumers, which could significantly decrease the number of quote requests and value of our data referrals and substantially harm our business.

Consumer adoption of call blocking technology may reduce, and restrictions implemented by telephone carriers and communications platforms have reduced, our ability to call or text message our consumers, which could significantly decrease the number of referrals and value of our data referrals and substantially harm our business.

Increased adoption of call blocking technology may prevent us from reaching our consumers that have expressed an interest in getting insurance information.

Additionally, telephone carriers and communication platforms may themselves place restrictions on our ability to call or send text messages to our consumers.

If calls or text messages to our consumers are blocked, or if insurance providers obtaining data referrals have their calls or text messages blocked due to these call blocking technologies or restrictions, we may see a significant decrease in quote requests, the value of our referrals and the number of data and call referrals we are able to sell to insurance providers which could materially adversely impact our business.

Additionally, telephone carriers and communication platforms have themselves placed restrictions on our ability to call or send text messages to our consumers.

If calls or text messages to our consumers are blocked, or if insurance providers obtaining data referrals have their calls or text messages blocked due to these call blocking technologies or restrictions, we may see a significant decrease in referrals, the value of our referrals and the number of data and call referrals we are able to sell to insurance providers which could materially adversely impact our business.

We depend on key personnel to operate our business, and if we are unable to retain, attract and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed.

We believe our success has depended, and continues to depend, on the efforts and talents of our executives and employees.

We believe our success depends on the efforts and talents of our executives and employees.

Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees.

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Experienced information technology personnel, who are critical to the success of our business, are in particularly high demand.

This demand is particularly acute in the greater Boston, Massachusetts area, where we are headquartered.

Competition for their talents is intense, and retaining such individuals can be difficult.

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We have incurred net losses in the past and have never generated net income on an annual basis.

We anticipate that our operating expenses and capital expenditures will increase substantially in the foreseeable future as we continue to invest to expand into new verticals, enhance our brand awareness, hire additional employees, consider expanding outside of the United States and improve our technology and infrastructure capabilities.

We anticipate that our operating expenses and capital expenditures will increase substantially in the foreseeable future as we continue to invest to expand into new verticals, grow our DTC agency, enhance our brand awareness, hire additional employees, consider expanding outside of the United States and improve our technology and infrastructure capabilities.

Our expansion efforts may prove more expensive than we anticipate, and we may not succeed in increasing our revenue and margins sufficiently to offset these higher expenses.

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Our results may vary as a result of fluctuations in the number of consumers and insurance providers using our marketplace and the size and seasonal variability of the marketing budgets of our insurance provider customers.

In addition, the auto, home and renters, life, commercial and health insurance industries may each be subject to their own cyclical trends and uncertainties.

In addition, the auto, home and renters, life and health insurance industries may each be subject to their own cyclical trends and uncertainties.

Fluctuations and variability across these different verticals may affect our revenue.

As a result of the potential variations in our revenue and results of operations, period-to-period comparisons may

not be meaningful and the results of any one period should not be relied on as an indication of future performance.

As a result of the potential variations in our revenue and results of operations, period-to-period

comparisons may not be meaningful and the results of any one period should not be relied on as an indication of future performance.

In addition, our results of operations may not meet the expectations of investors or public market analysts who follow us, which may adversely affect our stock price.

Our past growth may not be indicative of our future growth, and our revenue growth rate may decline in the future.

Our revenue grew from $96.8 million in 2015 to $122.8 million in 2016, to $126.2 million in 2017, to $163.3 million in 2018, to $248.8 million in 2019 and to $346.9 million in 2020, increases of 26.8%, 2.8%, 29.4%, 52.3% and 39.4%, respectively.

Our revenue grew from $90.0 million for the three months ended September 30, 2020 to $107.6 million for the three months ended September 30, 2021 and from $250.0 million for the nine months ended September 30, 2020 to $316.4 million for the nine months ended September 30, 2021, increases of 19.5% and 26.8%, respectively.

Our revenue grew from $96.8 million in 2015 to $122.8 million in 2016, to $126.2 million in 2017, to $163.3 million in 2018, to $248.8 million in 2019, to $346.9 million in 2020 and to $418.5 million in 2021, increases of 26.8%, 2.8%, 29.4%, 52.3%, 39.4% and 20.6%, respectively.

This growth may not be indicative of our future growth, if any, and we will not be able to grow as expected, or at all, if we do not accomplish the following:

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If our revenue or revenue growth rates decline, investors’ perceptions of our business may be adversely affected and the market price of our Class A common stock could decline.

Our operating results may be impacted by factors that impact our estimate of the constrained lifetime value of commissions per policy.

We recognize commission revenue based on the latest estimated constrained lifetime value, or constrained LTV, for each product.

Constrained LTVs are impacted by a number of factors, which include, but are not limited to, carrier mix, policy duration and conversion rates of paying policies.

These factors impact historical trends and changes in those factors or in historical trends will affect our constrained LTV estimates in future periods and therefore could adversely affect our revenue and financial results in those future periods.

As a result, adverse changes in the constraints we apply or the assumptions we make in computing expected lifetime values, such as increased cancellation rates or lower renewal rates, would harm our business, operating results, financial condition and prospects.

Additionally, if customer cancellation rates exceed our expectations or renewal rates are less than expected, we may not receive the commission revenue we have projected to receive, despite our having incurred and recorded the cost to sell the policy.

Any adverse impact on cancellation or renewal rates could lead to our receipt of commission payments that are less than the amount we estimated when we recognized commission revenue.

Under such circumstances, we would need to decrease the remaining commissions receivable balance, which would result in a change to earnings in the period of the write-off.

Our dedication to making decisions based primarily on the best interests of our company and stockholders may cause us to forgo short-term gains in pursuit of potential but uncertain long-term growth.

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We have been subject to, and are likely to continue to be the target of, cyberattacks.

These cyberattacks could include computer viruses, malicious or destructive code, phishing attacks, denial of service or information, improper access by employees or third-party partners or other security breaches that have or could in the future result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our confidential, proprietary and other information, confidential and other information concerning employees or consumers, or otherwise materially disrupt our or our other third party partners’ network access or business operations.

loss or destruction of our confidential, proprietary and other information, confidential and other information concerning employees or consumers, or otherwise materially disrupt our or our other third-party partners’ network access or business operations.

We also have employees and contractors that are located outside of the United States.

These individuals may be at greater risk of cyberattacks, and we may not be able to successfully secure our data.

Although we have a chief information officer who coordinates our cybersecurity measures, policies and procedures, and our chief information officer regularly reports to our board of directors regarding these matters, we cannot be certain that our efforts, as well as those of our third-party partners and service providers, will be able to prevent breaches of the security of our information systems and technology.

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We currently rely exclusively on one third-party vendor to provide payment processing services, including the processing of payments from credit cards and debit cards, and our business would be disrupted if this vendor becomes unwilling or unable to provide these services to us and we are unable to find a suitable replacement on a timely basis.

If we or our processing vendor fails to maintain adequate systems for the authorization and processing of credit card transactions, it could cause one or more of the major credit card companies to disallow our continued use of their payment products.

If we or our processing vendor fail to maintain adequate systems for the authorization and processing of credit card transactions, it could cause one or more of the major credit card companies to disallow our continued use of their payment products.

In addition, if these systems fail to work properly and, as a result, we do not charge our customers’ credit cards on a timely basis or at all, our business, revenue, results of operations and financial condition could be harmed.

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In some circumstances, we may determine to do so through the acquisition of complementary businesses and technologies rather than through internal development.

For example, in September 2020, we closed our acquisition of Crosspointe Insurance & Financial Services, LLC, or Crosspointe, and in August 2021, we closed our acquisition of Policy Fuel, LLC and its affiliated entities.

For example, in September 2020, we acquired Eversurance, and in August 2021, we acquired PolicyFuel.

The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions.

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Also, the anticipated benefits of any acquisitions may not be realized.

We use third-party contractor insurance agents to sell insurance for our direct-to-consumer

We use third-party contractor insurance agents to sell insurance for our DTC agency.

These agents could take actions that could harm our business.

We contract licensed insurance agents to sell insurance in connection with our direct-to-consumer

We contract licensed insurance agents to sell insurance in connection with our DTC agency.

These agents are independent contractors and, as such, are not our employees, and we do not exercise control over their day-to-day

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If any legal proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations.

Any adverse publicity resulting from actual or potential litigation may also materially and adversely affect our reputation, which in turn could adversely affect our results.

We conduct marketing activities, directly and indirectly, via telephone, text messages, email and/or through other online and offline marketing channels, which general marketing activities are governed by numerous federal and state regulations, such as the Telemarketing Sales Rule, state telemarketing laws, federal and state privacy laws, the Controlling the Assault of Non-Solicited Pornography and

Marketing Act of 2003, or CAN-SPAM Act, the

TCPA, and the Federal Trade Commission Act and its accompanying regulations and guidelines, among others.

Any adverse publicity resulting from actual or potential litigation may also materially adversely affect our reputation, which in turn could adversely affect our results.

Pornography and Marketing Act of 2003, or CAN-SPAM

Act, the TCPA, and the Federal Trade Commission Act and its accompanying regulations and guidelines, among others.

In addition to being subject to action by regulatory agencies, some of these laws, like the TCPA, allow private individuals to bring litigation against companies for breach of these laws, and we have received complaints from individuals that we have violated the TCPA.

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For example, with the commencement of our verified partner network in 2019, we depend upon these third-party vendors to obtain consent from consumers to receive telemarketing calls in compliance with the TCPA.

We may be alleged to have indemnification obligations to third-party customers for alleged breaches of privacy laws like the TCPA, which could increase our defense costs and require that we pay damages if there were an adverse ruling in any such claims.

Any of these events may have a material adverse effect on our business, results of operations, financial condition and prospects.

We may be alleged to have indemnification obligations to third-party customers for alleged breaches of privacy laws like the TCPA, which could increase our defense costs and require that we pay damages, even if there is no adverse ruling in connection with any such claims.

While we have not incurred any material costs to date with respect to these types of events, any of these events may have a material adverse effect on our business, results of operations, financial condition and prospects.

Companies in the internet, technology and media industries are frequently subject to allegations of infringement or other violations of intellectual property rights.

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however, some legal and regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though there were systems and procedures designed to ensure compliance in place at the time.

For example, we engage in outbound telephone and text communications with consumers, and accordingly must comply with a number of statutes and regulations, including the TCPA and Telemarketing Sales Rules, that govern those communications and the use of automatic telephone dialing systems, or ATDS, and artificial or pre-recorded

For example, we engage in outbound telephone and text communications with consumers, and accordingly must comply with a number of statutes and regulations, including the TCPA and Telemarketing Sales Rules, and state law equivalents, that govern those communications and the use of automatic telephone dialing systems, or ATDS, and artificial or pre-recorded

voice messages.

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The TCPA does not currently distinguish between voice and data, and, as such, SMS/MMS messages are also “calls” for the purpose of TCPA obligations and restrictions.

For violations of the TCPA, the law provides for a private right of action under which a plaintiff may recover monetary damages of $500 for each call or text made in violation of the prohibitions on calls made using an “artificial or pre-recorded

For example, violations of the TCPA, the law provides for a private right of action under which a plaintiff may recover monetary damages of $500 for each call or text made in violation of the prohibitions on calls made using an “artificial or pre-recorded

voice” or an ATDS.

A court may treble the amount of damages upon a finding of a “willful or knowing” violation.

Various state law equivalents of the TCPA may also provide for monetary damages in amounts greater than those provided for under the TCPA.

A court may also treble the amount of damages upon a finding of a “willful or knowing” violation.

There is no statutory cap on maximum aggregate exposure.

An action may be brought by the FCC, a state attorney general, an individual, or a class of individuals.

Like other companies that rely on telephone and text communications, we have been and may be subject to future putative class action suits alleging violations of the TCPA.

If in the future we are found to have violated the TCPA, the amount of damages and potential liability could be extensive and adversely impact our business.

Accordingly, were such a class certified or if we are unable to successfully defend such a suit, then TCPA damages could have a material adverse effect on our results of operations and financial condition.

Like other companies that rely on telephone and text communications, we have been and may be subject to future putative class action suits alleging violations of the TCPA or state law equivalents.

If in the future we are found to have violated the TCPA, or a state law equivalent, the amount of damages and potential liability could be extensive and adversely impact our business.

Accordingly, were such a class certified or if we are unable to successfully defend such a suit, then TCPA or other state law damages could have a material adverse effect on our results of operations and financial condition.

Any future indebtedness could adversely affect our ability to operate our business.

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If the market rate of interest increases substantially, we would have to pay additional interest, which would reduce cash available for our other business needs.

We intend to satisfy any future debt service obligations with our existing cash and cash equivalents and cash flows from operations.

We intend to satisfy any future debt service obligations with our existing cash and cash equivalents.

Under our loan and security agreement with Western Alliance Bank, our failure to make payments when due or comply with specified covenants, as well as the occurrence of an event that would reasonably be expected to have a material adverse effect on our business, operations, assets or condition, is an event of default.

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Our activities are subject to extensive regulation under the laws of the United States and its various states and the other jurisdictions in which we operate.

We are currently subject to a variety of, and may in the future become subject to additional, international, federal, state and local laws or judicial decisions that are continuously evolving and developing, including laws regarding the insurance industry, mobile- and internet-based businesses and other businesses that rely on advertising, as well as privacy and consumer protection laws, including the TCPA, the Telemarketing Sales Rule, the CAN-SPAM Act, the

Fair Credit Reporting Act, the Health Insurance Portability and Accountability Act, and employment laws, including those governing wage and hour requirements.

Act, the Fair Credit Reporting Act, the Health Insurance Portability and Accountability Act, and employment laws, including those governing wage and hour requirements.

We also generate a significant amount of revenue from calls made by our internal call centers as well as, in some cases, by third-party publishers’ call centers.

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For example, the California Consumer Privacy Act, or CCPA, went into effect on January 1, 2020.

The CCPA creates new individual privacy rights for California consumers (as the word is broadly defined in the law) and places increased privacy and security

The CCPA created new individual privacy rights for California consumers (as the word is broadly defined in the law) and placed increased privacy and security

obligations on many organizations that handle personal information of consumers or households.

The CCPA requires covered companies to provide new disclosure to consumers about such companies’ data collection, use and sharing practices, provides such consumers a new right to opt-out of

certain sales or transfers of personal information, and provides consumers with a new cause of action for certain data breaches.

The CCPA requires covered companies to provide new disclosure to consumers about such companies’ data collection, use and sharing practices, provides such consumers a new right to opt-out

of certain sales or transfers of personal information, and provides consumers with a new cause of action for certain data breaches.

The CCPA authorized the Attorney General of the state of California to bring enforcement actions for violations beginning July 1, 2020.

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In some cases, these insurance and other laws and regulations may impose operational limitations on our business, including on the products and services we may offer or on the amount or type of compensation we may collect.

Additionally, as a result of our entry into the health insurance vertical and our acquisition of Crosspointe, we are now engaged in marketing and selling Medicare plans that are principally regulated by The Centers for Medicare & Medicaid Services, but are also subject to state laws.

Additionally, as a result of our entry into the health insurance vertical and our acquisition of Eversurance, we are now engaged in marketing and selling Medicare plans that are principally regulated by The Centers for Medicare & Medicaid Services, but are also subject to state laws.

The laws and regulations applicable to the marketing and sale of Medicare plans are numerous, ambiguous and complex.

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Insurance laws or regulations that are adopted or amended, in addition to changes in federal statutes, including the Gramm-Leach-Bliley Act and the McCarran-Ferguson Act, financial services regulations and federal taxation laws or regulations, may be more restrictive than current laws or regulations and may result in lower revenues or higher costs of compliance and thus could have a material adverse effect on our results of operations and limit our growth.

The increasing adoption by states of cybersecurity regulations could impose additional compliance burdens on us and expose us to additional liability.

In response to the growing threat of cyberattacks in the insurance industry, certain jurisdictions, including New York, have begun to consider new cybersecurity measures, including the adoption of cybersecurity regulations.

In March 2017, the New York State Department of Financial Services promulgated Cybersecurity Requirements for Financial Services Companies, which requires us to establish and maintain a cybersecurity program and implement and maintain cybersecurity policies and procedures with specific requirements.

Additionally, on October 24, 2017, the National Association of Insurance Commissioners, or NAIC, adopted its Insurance Data Security Model Law to serve as model legislation for states to enact in order to govern cybersecurity and data protection practices of insurers, insurance agents, and other licensed entities registered under state insurance laws.

Alabama, Connecticut, Delaware, Indiana, Louisiana, Maryland, Michigan, Mississippi, New Hampshire, Ohio, South Carolina and Virginia have adopted versions of the NAIC Insurance Data Security Model Law, each with a different effective date, and other states may adopt versions of the NAIC Insurance Data Security Model Law in the future.

Although we take steps to comply with applicable cybersecurity regulations, our failure to comply with new or existing cybersecurity regulations could result in regulatory actions and other penalties.

In addition, efforts to comply with new or existing cybersecurity regulations could impose significant costs on our business, which could materially adversely affect our business, financial condition or results of operations.

The marketing and sale of Medicare plans are subject to numerous, complex and frequently changing laws, regulations and guidelines, and non-compliance

with or changes in laws, regulations and guidelines could harm our business, operating results and financial condition.

The marketing and sale of Medicare plans are subject to numerous laws, regulations and guidelines at the federal and state level.

The marketing and sale of Medicare Advantage and Medicare Part D prescription drug plans are principally regulated by the Centers for Medicare & Medicaid Services, or CMS, but are also subject to state laws.

The marketing and sale of Medicare Supplement plans are principally regulated on a state-by-state

basis by state departments of insurance.

The laws and regulations applicable to the marketing and sale of Medicare plans are numerous, ambiguous and complex, and, particularly with respect to regulations and guidance issued by CMS for Medicare Advantage and Medicare Part D prescription drug plans, change frequently.

We have altered, and likely will have to continue to alter, our marketing materials and sales process to comply with these laws, regulations and guidelines.

Health insurance carriers whose Medicare plans we sell may be required to approve our websites, our call center scripts and some of our marketing materials in order for us to market and sell Medicare plans to Medicare-eligible individuals as a health insurance agent.

In addition, certain aspects of our Medicare plan marketing partner relationships have been in the past, and will be in the future, subjected to CMS and health insurance carrier review.

Our health insurance carrier partners, CMS, or state departments of insurance may object to or not approve aspects of our online platforms, sales function or marketing material and processes and may determine that certain existing aspects of our Medicare-related business are not in compliance with legal requirements.

CMS scrutinizes health insurance carriers whose Medicare plans we sell and those health insurance carriers may be held responsible for actions that we and our agents take.

Based on industry guidance, we expect that health insurance carriers will be increasingly evaluating broker performance based on quality of their enrollments, including complaints, retention rates, customer satisfaction and volumes.

As a result, health insurance carriers may terminate their relationships with us or require us to take other corrective action if our Medicare product sales, marketing and operations are not in compliance or give rise to too many complaints.

The termination of or

change in our relationships with health insurance carriers could reduce the products we are able to offer, result in the loss of commissions for past and future sales and otherwise harm our business, operating results and financial condition.

Changes to the laws, regulations and guidelines relating to the sale of Medicare plans, their interpretation or the manner in which they are enforced could impact the manner in which we conduct our Medicare business, or our sale of Medicare plans, or we could be prevented from operating aspects of our Medicare revenue generating activities altogether, which would harm our business, operating results and financial condition.

We may in the future receive inquiries from CMS or state departments of insurance regarding our marketing and business practices and compliance with laws and regulations.

Inquiries and proceedings initiated by the government could adversely impact our health insurance licenses, require us to pay fines, require us to modify marketing and business practices, result in litigation and otherwise harm our business, operating results or financial condition.

In May 2021, CMS changed its process for the submission and approval of marketing materials related to Medicare Advantage and Medicare Part D prescription drug plans.

The practical application of the previous process allowed for a lead carrier to handle most of the review and filing of Medicare plan marketing materials with CMS.

The new process requires each carrier to approve of each filed marketing material and has resulted in a more complicated and time-consuming process to get our marketing material filed with CMS and through the process with carriers.

In October 2021, CMS issued a letter reiterating that certain types of marketing materials, including certain generic marketing materials that refer to the benefits or costs of Medicare Advantage or Medicare Part D prescription drug plans but that do not specifically mention a health insurance carrier’s name or a specific plan, must be filed with CMS.

As a result, we now submit to each Medicare Advantage and Medicare Part D prescription drug plan carrier with which we have a relationship a significantly larger number of marketing materials than we have in the past.

We may not be able to use certain of our marketing materials and implement our marketing programs effectively if CMS or a health insurance carrier has comments or disapproves of our marketing materials.

If we do not timely file the additional marketing materials with CMS or if health insurance carriers do not adapt to the new CMS requirements or increase the efficiency with which they review our marketing material, it could harm our sales and also harm our ability to efficiently change and implement new or existing marketing material, including call center scripts and our websites, which could harm our business, operating results and financial condition.

If we or our marketing partners are not successful in timely receiving health insurance carrier or CMS approval of our marketing materials, we could be prevented from implementing our Medicare marketing and sales initiatives, which could harm our business, operating results and financial conditions, particularly if such delay or non-compliance

occurs during the Medicare annual enrollment period or the Medicare Advantage open enrollment period.

Taxing authorities may assert that we should have collected or in the future should collect sales, use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our operating results.

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Sales, use, value added and similar tax laws and rates vary greatly by jurisdiction.

Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, to us or our end-customers for the

past amounts, and we may be required to collect such taxes in the future.

If we are unsuccessful in collecting such taxes from our end-customers, we could

be held liable for such costs.

Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, to us or our end-customers

for the past amounts, and we may be required to collect such taxes in the future.

If we are unsuccessful in collecting such taxes from our end-customers,

we could be held liable for such costs.

Such tax assessments, penalties and interest, or future requirements may adversely affect our operating results.

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Federal, state and international laws regulating telephone and email marketing practices impose certain obligations on marketers, which could reduce our ability to expand our business.

We, along with third parties we acquire quote requests from, and the insurance providers using our marketplace, make telephone calls and send emails to consumers who request insurance quotes through our marketplace.

We, along with third parties we acquire consumer referrals from, and the insurance providers using our marketplace, make telephone calls and send emails to consumers who request insurance quotes through our marketplace.

The United States regulates marketing by telephone and email.

The TCPA prohibits companies from making certain telemarketing calls to numbers listed in the Federal Do-Not-Call Registry and

imposes other obligations and limitations on making phone calls and sending text messages to consumers.

The CAN-SPAM Act regulates

commercial email messages and specifies penalties for the transmission of commercial email messages that do not comply with certain requirements, such as providing an opt-out mechanism for

stopping future emails from senders.

We, along with third parties we acquire quote requests from, and the insurance providers who use our marketplace may need to comply with such laws and any associated rules and regulations.

The TCPA prohibits companies from making certain telemarketing calls to numbers listed in the Federal Do-Not-Call

Registry and imposes other obligations and limitations on making phone calls and sending text messages to consumers.

Act regulates commercial email messages and specifies penalties for the transmission of commercial email messages that do not comply with certain requirements, such as providing an opt-out

mechanism for stopping future emails from senders.

We, along with third parties we acquire consumer referrals from, and the insurance providers who use our marketplace may need to comply with such laws and any associated rules and regulations.

States and other countries have similar laws related to telemarketing and commercial emails.

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Alleged failure to comply with obligations and restrictions related to telephone, text message and email marketing could subject us to lawsuits, fines, statutory damages, consent decrees, injunctions, adverse publicity and other losses that could harm our business.

Moreover, over the past several years there has been a significant amount of litigation alleging violations of laws relating to telemarketing, which has increased the exposure of companies that operate telephone and text messaging campaigns to class action litigation alleging violations of the TCPA.

Moreover, over the past several years there has been a

significant amount of litigation alleging violations of laws relating to telemarketing, which has increased the exposure of companies that operate telephone and text messaging campaigns to class action litigation alleging violations of the TCPA.

If we, third parties we acquire quote requests from, or the insurance providers who use our marketplace become subject to such litigation, it could result in substantial costs to and materially adversely affect our business.

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The market price of our Class A common stock has been and could continue to be subject to significant fluctuations.

For example, our Class A common stock traded within a range of a high price of $63.44 per share and a low price of $4.05 per share for the period beginning June 28, 2018, our first day of trading on the Nasdaq Global Market, through September 30, 2021.

Some of the factors that may cause the market price of our Class A common stock to fluctuate include:

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the level of demand for our product and service offerings and our ability to maintain and increase our customer base;

the level of consumer traffic to our websites and the volume of quote requests generated by consumer traffic;

the level of consumer traffic to our websites and the volume of referrals generated by consumer traffic;

the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of our market;

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If one or more of these analysts cease to cover our Class A common stock, we could lose visibility in the market for our Class A common stock, which in turn could cause our stock price to decline.

The dual-class structure of our common stock has the effect of concentrating voting control with the holders of our Class B common stock, including our directors, executive officers and Link Ventures and other significant stockholders, who collectively held in the aggregate approximately 77% of the voting power of our capital stock as of September 30, 2021;

and Link Ventures, directly or through a voting agreement, together with Cogo Labs, held approximately 76% of the voting power of our capital stock as of that date.

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Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share.

Our directors, executive officers and holders of more than 10% of our common stock, and their respective affiliates, held in the aggregate approximately 77% of the voting power of our capital stock as of September 30, 2021;

and Link Ventures, directly or through a voting agreement pursuant to which each of Seth Birnbaum, through his heirs and estate, and Tomas Revesz have agreed to vote on all matters presented to our stockholders all voting capital stock held by them in the manner directed by Link Ventures, together with Cogo Labs, held in the aggregate approximately 76% of the voting power of our capital stock as of that date.

Because of the 10-to-one voting ratio

between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval.

and Link Ventures, directly or through a voting agreement pursuant to which Tomas Revesz and the heirs and estate of Seth Birnbaum are obligated to vote on all matters presented to our stockholders all voting capital stock held by them in the manner directed by Link Ventures, together with Cogo Labs, held in the aggregate approximately 76% of the voting power of our capital stock as of that date.

Because of the 10-to-one

voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval.

This concentration of voting power will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.

This may also prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders.

In addition, major stock index providers, such as FTSE Russell and S&P Dow Jones, exclude from their indices non-voting securities or

the securities of companies with unequal voting rights.

In addition, major stock index providers, such as FTSE Russell and S&P Dow Jones, exclude from their indices non-voting

securities or the securities of companies with unequal voting rights.

Exclusion from stock indices could make it more difficult, or impossible, for some fund managers to buy our Class A common stock, particularly in the case of index tracking mutual funds and exchange traded funds, which could adversely affect the trading liquidity and market price of our Class A common stock.

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These sales, or the market perception that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock.

In addition to our outstanding Class A common stock, as of September 30, 2021, there were 924,508 shares of Class A common stock subject to outstanding options, 784,439 shares of either Class A common stock or Class B common stock subject to outstanding options, 2,796,380 shares of Class A common stock subject to outstanding restricted stock units, or RSUs, and an additional 2,275,815 shares of Class A common stock reserved for future issuance under our equity incentive plan.

In addition to our outstanding Class A common stock, as of March 31, 2022, there were 976,188 shares of Class A common stock subject to outstanding options, 593,677 shares of either Class A common stock or Class B common stock subject to outstanding options, 2,891,797 shares of Class A common stock subject to outstanding restricted stock unit awards, or RSUs, and an additional 2,705,526 shares of Class A common stock reserved for future issuance under our equity incentive plan.

Because we have registered 15,949,000 shares of our Class A common stock and Class B common stock that may be issued under our equity incentive plans pursuant to registration statements on Form S-8, any such

shares that we issue can be freely sold in the public market upon issuance, subject to the restrictions imposed on our affiliates under Rule 144.

Moreover, holders of a significant number of shares of our Class A common stock and Class B common stock as of September 30, 2021, have rights, subject to certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

Moreover, holders of a significant number of shares of our Class A common stock and Class B common stock as of March 31, 2022, have rights, subject to certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

Upon registration, such shares would be able to be freely sold in the public market.

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Our restated certificate of incorporation further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the Securities Act.

In Salzberg v.

346, 2019 (Del.

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We and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting.

If we are unable to remediate these material weaknesses, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and the market price of our common stock.

We and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

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controls that could result in misstatements impacting revenue-related financial statement accounts and disclosures that would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected.

As a result of these material weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021.

We are in the process of implementing a remediation plan designed to improve our internal control over financial reporting to remediate these material weaknesses, which remediation plan includes a robust risk assessment process coupled with additional controls and procedures.

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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.

What changed 10-Q

Item 1A. Risk Factors