Item 3.02
Unregistered Sales of Equity Securities.
On December 24, 2020, the Company
announced the final results of its offer to exchange (“Offer”) 0.25 shares of Class A common stock and $1.00 in
cash, without interest, for each outstanding publicly traded warrant to purchase the Class A common stock of the Company, formerly
known as Insurance Acquisition Corp. (“IAC”), in connection with the initial public offering of IAC’s securities
on March 22, 2019, which entitle such warrant holders to purchase one share of Class A common stock at an exercise price of $11.50,
subject to adjustments (the “Public Warrants”), upon the terms and subject to the conditions set forth in the Company’s
Tender Offer Statement on Schedule TO originally filed by the Company with the Securities and Exchange Commission (the “SEC”)
on November 5, 2020, as amended and supplemented by Amendment No. 1 filed by the Company with the SEC on November 9,
2020, Amendment No. 2 filed by the Company with SEC on November 18, 2020, Amendment No. 3 filed by the Company with SEC
on November 27, 2020, and Amendment No. 4 filed by the Company with the SEC on December 28, 2020, and the related Letter of Transmittal
and Consent. The Offer to Exchange expired at midnight, Eastern Time, on December 23, 2020. On December 28, 2020, the
Company issued an aggregate of 1,745,078 shares of Class A common stock and $6,980,262 in cash in exchange for the Public Warrants
validly tendered and accepted for exchange in accordance with the Offer.
In accordance with the terms of the
Warrant Agreement, as amended by the Warrant Amendment, the Company will exchange all outstanding warrants on January 8, 2021 (the
“Redemption”).
Pursuant to the terms of the Warrant
Exchange Agreements, on December 28, 2020, the Company issued an aggregate of 53,125 shares of Class A common stock and $212,500
in cash (at the same exchange ratio offered to the Public Warrant holders in the Offer) to the Placement Warrant Holders in exchange
for an aggregate of 212,500 Placement Warrants (the “Private Exchange”).
In connection with the Offer and the
Private Exchange, the Company issued an aggregate of 1,798,203 shares of Class A common stock, representing approximately 2.1%
of the shares of Class A Common Stock outstanding after such issuances. Assuming that no holders of untendered Public Warrants
exercise prior to 5:00 p.m., Eastern Time, on January 8, 2021, the Company expects to issue approximately 124,253 additional shares
of Class A common stock and distribute approximately $497,009 in cash in connection with the Redemption on January 8, 2021.
The issuance of shares of Class A common
stock to the holders of Public Warrants in exchange for their Public Warrants and to the Placement Warrant Holders in exchange
for the Placement Warrants were made by the Company pursuant to the exemption from the registration requirements of the Securities
Act of 1933, as amended, contained in Section 3(a)(9) thereunder, on the basis that the Offer and the Private Exchange constituted
an exchange with existing holders of the Company’s securities and no commissions or other remuneration was paid or given,
directly or indirectly, to any party for soliciting such exchanges.