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Lemonade Announces Filing of Form S-3 Shelf Registration Statement
[November 09, 2023]

Lemonade Announces Filing of Form S-3 Shelf Registration Statement


Lemonade, Inc. (NYSE: LMND) today announced that it has filed a shelf registration statement on Form S-3 (the "Shelf Registration") with the Securities and Exchange Commission (the "SEC").

This filing registers our common stock beneficially owned by selling stockholders, including SoftBank Group Capital Ltd. (the "Stockholder") pursuant to registration rights agreed to in the amended and restated investors rights agreement among the Company, the Stockholders and other parties thereto, effective October 14, 2022. The Company has not been advised as of the date of this release that the Stockholder has any specific plans to sell its shares, and any offering may be made only by means of the prospectus included in the Shelf Registration, as supplemented by one or more related prospectus supplements with respect to the offering.

The Shelf Registration would also permit the Company to offer and sell its common stock, preferred stock, debt securities, warrants, purchase contracts and units, from time to time, subject to market conditions and the Company's capital needs. The Company has no immediate plans to offer or sell any securities under this Shelf Registration to the public. However, the Company felt it was prudent to include this optionality as a matter of standard corporate governance to respond to future financing and business opportunities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any offering may be made only by means of the prospectus included in the registration statement and one or more related prospectus supplements that may be used with respect to such offering.

About Lemonade

Lemonade offers renters, homeowners, car, pet, and life insurance. Powered by artificial intelligence and social impact, Lemonade's full stack insurance carriers in the US and the EU replace brokers and bureaucracy with bots and machine learning, aiming for zero paperwork and instant everything. A Certified B-Corp, Lemonade gives unused premiums to nonprofits selected by its community, during its annual Giveback. Lemonade is currently available in the United States, Germany, the Netherlands, France, and the UK, and continues to expand globally.

FORWARD LOOKING STATEMENTS

Cautionary Note Regarding Forward-Looking Statements

This Press Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Press Release are forward-looking statements.

These statements are neither promisesnor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: statements regarding plans and expectations with respect to the registration statement on Form S-3; any potential future offering or capital raises; our history of losses and the fact that we may not achieve or maintain profitability in the future; our ability to retain and expand our customer base; the risk that the "Lemonade" brand may not become as widely known as incumbents' brands or the brand may become tarnished; the denial of claims or our failure to accurately and timely pay claims; our ability to attain greater value from each user; the novelty of our business model and its unpredictable efficacy and susceptibility to unintended consequences; the possibility that we could be forced to modify or eliminate our Giveback; our limited operating history; our ability to manage our growth effectively; the intense competition in the segments of the insurance industry in which we operate; risks related to the availability of reinsurance at current levels and prices; our exposure to counterparty risks; our ability to maintain our risk-based capital at the required levels; our ability to expand our product offerings; risks, including regulatory risks, related to the operation, development, and implementation of our proprietary artificial intelligence algorithms and telematics based pricing model; legislation or legal requirements that may affect how we communicate with customers; our reliance on artificial intelligence, telematics, mobile technology, and our digital platforms to collect data that we utilize in our business; our dependence on search engines, social media platforms, digital app stores, content-based online advertising and other online sources to attract consumers to our website and our online app; our ability to obtain additional capital to the extent required to grow our business, which may not be available on terms acceptable to us or at all; periodic examinations by state insurance regulators; our actual or perceived failure to protect customer information and other data as a result of security incidents or real or perceived errors, failures or bugs in our systems, website or app, respect customers' privacy, or comply with data privacy and security laws and regulations; underwriting risks accurately and charging competitive yet profitable rates to customers; potentially significant expenses incurred in connection with any new products before generating revenue from such products; risks associated with any costs incurred and other risks as we expand our business in the U.S. and internationally; our ability to successfully combine the businesses of Lemonade and Metromile and realize the anticipated benefits of the merger; the cyclical nature of the insurance industry; risks related to our ability to comply with extensive insurance industry regulations and additional regulatory requirements specific to other vertical markets that we enter or have entered; our ability to predict the impacts of severe weather events and catastrophes, including the effects of climate change and global pandemics, on our business and the global economy generally; increasing scrutiny, actions, and changing expectations on environmental, social, and governance matters; fluctuations of our results of operations on a quarterly and annual basis; our utilization of customer and third party data in underwriting our policies; limitations in the analytical models used to assess and predict our exposure to catastrophe losses; risks related to potential losses that could be greater than our loss and loss adjustment expense reserves; the minimum capital and surplus requirements our insurance subsidiaries are required to have; assessments and other surcharges from state guaranty funds; our status and obligations as a public benefit corporation; the ability of significant shareholders to influence the outcome of important transactions, including a change in control; our operations in Israel and the current political, economic, and military instability, including the evolving conflict in Israel and surrounding region; and the impact of the Customer Investment Agreement with General Catalyst which is unpredictable, and the arrangement may not function as expected.



These and other important factors described under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 3, 2023, our Quarterly Report on Form 10-Q for the period ended September 30, 2023 filed with the SEC on November 3, 2023, and in our other and subsequent filings with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this Press Release. Any such forward-looking statements represent management's beliefs as of the date of this Press Release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

Source: Lemonade, Inc.



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