0001828105-22-000041.txt : 20220901 0001828105-22-000041.hdr.sgml : 20220901 20220831213544 ACCESSION NUMBER: 0001828105-22-000041 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220901 DATE AS OF CHANGE: 20220831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hippo Holdings Inc. CENTRAL INDEX KEY: 0001828105 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 981562010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-259040 FILM NUMBER: 221219478 BUSINESS ADDRESS: STREET 1: 150 FOREST AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 294-8463 MAIL ADDRESS: STREET 1: 150 FOREST AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 FORMER COMPANY: FORMER CONFORMED NAME: Reinvent Technology Partners Z DATE OF NAME CHANGE: 20201029 FORMER COMPANY: FORMER CONFORMED NAME: Reinvent Technology Partners B DATE OF NAME CHANGE: 20201013 424B3 1 reversesplit424b3.htm 424B3 Document

Filed pursuant to Rule 424(b)(3)
Registration No. 333-259040
Prospectus Supplement No. 7
(To Prospectus dated April 29, 2022)
HIPPO HOLDINGS INC.
 
This prospectus supplement updates, amends, and supplements the prospectus dated April 29, 2022, as previously amended (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-259040). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with the information (other than any information that is furnished and not deemed filed) contained in our Current Report on Form 8-K (the “Current Report”), which was filed with the Securities and Exchange Commission on September 1, 2022. Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Hippo Holdings Inc.’s common stock and warrants are listed on the New York Stock Exchange under the symbols “HIPO” and “HIPO.WS.” On August 31, 2022, the closing price of our common stock was $0.97 and the closing price of our warrants was $0.17.
We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves certain risks. See “Risk Factors” beginning on page 8 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 1, 2022.




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 1, 2022
 
Hippo Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Delaware 001-39711 32-0662604
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
 
150 Forest Avenue
Palo Alto, California 94301
650 294-8463
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 Written communications pursuant to Rule 425 under the Securities Act
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common stock, $0.0001 par value per share HIPO New York Stock Exchange
Warrants to purchase common stock HIPO.WS New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 



Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 31, 2022, Hippo Holdings Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The proposals considered at the Special Meeting are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 1, 2022. Present at the Special Meeting in person, by remote communication or by proxy were holders of 366,205,425 shares of the Company’s common stock, representing a majority in voting power of the Company’s issued and outstanding shares entitled to vote as of July 18, 2022, the record date for the Special Meeting, and constituting a quorum under the Company’s Bylaws. The following proposals were voted upon and the final results with respect to each such proposal are set forth below:
1.Reverse Stock Split Proposal
The stockholders approved the amendment of the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s stock at a ratio in the range of 1-for-20 to 1-for-30, such ratio to be determined by the Board, or a committee of the Board, and to reduce the number of authorized shares of capital stock of the Company by a corresponding proportion. The results of such vote were:
FORAGAINSTABSTAINBROKER NON-VOTES
362,170,2073,455,329579,8890
2.Adjournment Proposal
The stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary, to solicit additional proxies if there were not sufficient votes in favor of the reverse stock split. The results of such vote were:
FORAGAINSTABSTAINBROKER NON-VOTES
353,824,96111,058,8201,321,6440
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit NumberExhibit Title or Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 






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 hereunto duly authorized.
Date: September 1, 2022
 
HIPPO HOLDINGS, INC.
By: 
/s/ STEWART ELLIS
 
Stewart Ellis
 Chief Financial Officer