Item 8.01 Other Events.
On November
8, 2021, Metromile, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Lemonade, Inc. (“Lemonade”) and the other parties thereto. Pursuant to the terms of the Merger Agreement as previously
disclosed, at closing Lemonade will acquire 100% of the Company’s outstanding equity through an all-stock transaction based upon
the conversion ratio of 19 shares of the Company for 1 share of Lemonade. The Company and Lemonade have received approval from the Department
of Justice under the Hart-Scott-Rodino Act and are awaiting other required regulatory approvals. The transaction is now expected to close
early in the third quarter of 2022, subject to customary closing conditions and receipt of the foregoing approvals.
Cautionary
Notice Regarding Forward-Looking Statements
This Current
Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “seek,” “should,”
“target,” “will,” “would” or the negative of such terms or other similar expressions that predict
or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are
not limited to, statements regarding the contemplated transaction with Lemonade, including the timing of close for such transaction,
receipt of regulatory approvals, and satisfaction of closing conditions. Any statements that refer
to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
statements.
These
forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results,
levels of activity, performance or achievements to be materially different from any future results, levels of activities, performance
or achievements expressed or implied by such forward-looking statements, including, but not limited to, the possibility the proposed acquisition
of us by Lemonade will not be completed, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to
the proposed acquisition, adverse effects on the market price of Metromile’s or Lemonade’s shares of common stock and on Metromile’s
and Lemonade’s operating results because of a failure to complete the proposed acquisition, failure to realize the expected benefits
of the proposed acquisition, failure to promptly and effectively integrate Metromile’s businesses, negative effects relating to
the announcement of the proposed acquisition or any further announcements relating to the proposed acquisition or the consummation of
the proposed acquisition on the market price of Metromile’s or Lemonade’s shares of common stock, significant transaction
costs and/or unknown or inestimable liabilities, potential litigation associated with the proposed acquisition, general economic and business
conditions that affect the combined companies following the consummation of the proposed acquisition, changes in global, political, economic,
business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies,
future business acquisitions or disposals and competitive developments; our financial and business performance may be different from what
we expect due to circumstances outside of our control; the implementation, market acceptance and success of our business model; our ability
to scale in a cost-effective manner; developments and projections relating to our competitors and industry; the impact of health epidemics,
including the COVID-19 pandemic, on our business and the actions we may take in response thereto; our expectations regarding our ability
to obtain and maintain intellectual property protection and not infringe on the rights of others; our future capital requirements and
sources and uses of cash; our ability to obtain funding for future operations; our business, expansion plans and opportunities; and the
outcome of any known and unknown litigation and regulatory proceedings.
These
and other important factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange
Commission (the “SEC”) on February 28, 2022 and in our other filings with the SEC. While we may elect to update or revise
such forward-looking statements at some point in the future, we disclaim any obligation to do so.
