TRUPANION, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Recent Sales of Unregistered Securities Pursuant to a marketing agreement between us and a strategic distributor, we agreed to issue shares of our common stock to the distributor as partial consideration for sales made through the distributor’s marketing channels of white-label medical and wellness pet insurance products that we create and administer under the agreement. The number of shares we issue is determined quarterly, based on a percentage of revenue from such product sales divided by the volume weighted average price per share for the preceding quarter or, if lower, for the three months ended December 5, 2021. The shares we issue are subject to various restrictions, including a minimum holding period of two years and customary transfer restrictions for shares acquired in a private placement. During the quarter ended June 30, 2024, we issued 3,150 shares of our common stock to the distributor in respect of product sales that occurred in the quarter ended March 31, 2024. We offered and sold these shares in reliance upon the exemption from the registration set forth under Section 4(a)(2) of the Securities Act, and the regulations promulgated thereunder relating to sales by an issuer not involving any public offering, and in reliance on similar exemptions under applicable state laws. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.