Current Report Filing (8-k)

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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): April 28, 2021

 

 

TIPTREE INC.

(Exact Name of Registrant as Specified in Charter)

 

   

Maryland

001-33549

38-3754322

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

299 Park Avenue

13th Floor

New York

NY

10171

(Address of Principal Executive Offices)

(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.001 per share			TIPT			NASDAQ			Capital Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 7.01			Regulation FD Disclosure.

Due to prevailing market conditions and the high value Tiptree Inc. (“Tiptree”) places on The Fortegra Group, LLC (“Fortegra”) and its growth prospects, Tiptree has decided to withdraw the registration statement relating to the previously announced initial public offering by Fortegra. Tiptree remains committed to supporting Fortegra continue its growth trajectory and views the specialty insurer as a core operating business in the Tiptree family of companies.

Fortegra has withdrawn its Registration Statement on Form S-1 that was previously filed with the U.S. Securities and Exchange Commission (“SEC”). The Registration Statement has not been declared effective by the SEC, and no securities have been sold in connection with the offering described in the Registration Statement on Form S-1.

The information contained in this Item 7.01 is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

    

    

    

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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.

 

						TIPTREE INC.
Date:			April 28, 2021			By:			/s/ Jonathan Ilany
									Name: Jonathan Ilany
									Title: Chief Executive Officer