As filed with the Securities and Exchange Commission on October 27, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROOT, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 6331 | 84-2717903 | ||||||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) | ||||||
80 E. Rich Street, Suite 500
Columbus, Ohio 43215
(866) 980-9431
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Alexander Timm
Chief Executive Officer
Root, Inc.
80 E. Rich Street, Suite 500
Columbus, Ohio 43215
(866) 980-9431
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| David Peinsipp Nicole Brookshire Peter N. Mandel Cooley LLP 101 California Street, 5th Floor San Francisco, California 94111 (415) 693-2000 | Jonathan A. Allison General Counsel & Secretary 80 E. Rich Street, Suite 500 Columbus, Ohio 43215 (614) 591-4570 | Richard A. Kline Sarah B. Axtell Goodwin Procter LLP 601 Marshall Street Redwood City, California 94063 (650) 752-3100 | ||||||
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-249332)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | ||||
| Non-accelerated filer ☒ | Smaller reporting company ☐ | ||||
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to Be Registered(1) | Proposed Maximum Aggregate Offering Price Per Share | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee(3) | ||||||||||
Class A Common Stock, $0.0001 par value per share (2)(3) | 2,586,729 | $27.00 | $69,841,683 | $7,620 | ||||||||||
(1) Represents only the additional number of shares being registered and includes an additional 337,399 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-249332).
(2) The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price.
(3) The registrant previously registered 28,268,742 shares of its common stock with an aggregate offering price not to exceed $706,718,550 on a Registration Statement on Form S-1 (File No. 333-249332), which was declared effective by the Securities and Exchange Commission on October 27, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $69,841,683 are hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 (this “Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of shares of common stock offered by Root, Inc. (the “Registrant”) by 2,586,729 shares, 337,399 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement on Form S-1, as amended (File No. 333-249332) (the “Prior Registration Statement”). The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 24.1 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Columbus, State of Ohio, on October 27, 2020.
| ROOT, INC. | |||||
| By: | /s/ Alexander Timm | ||||
| Alexander Timm | |||||
| Chief Executive Officer | |||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Alexander Timm | Chief Executive Officer and Director (Principal Executive Officer) | October 27, 2020 | ||||||||||||
| Alexander Timm | ||||||||||||||
| * | Chief Financial Officer and Director (Principal Financial Officer) | October 27, 2020 | ||||||||||||
| Daniel Rosenthal | ||||||||||||||
| * | Chief Accounting Officer (Principal Accounting Officer) | October 27, 2020 | ||||||||||||
| Megan Binkley | ||||||||||||||
| * | Director | October 27, 2020 | ||||||||||||
| Christopher Olsen | ||||||||||||||
| * | Director | October 27, 2020 | ||||||||||||
| Doug Ulman | ||||||||||||||
| * | Director | October 27, 2020 | ||||||||||||
| Elliot Geidt | ||||||||||||||
| * | Director | October 27, 2020 | ||||||||||||
| Jerri DeVard | ||||||||||||||
| * | Director | October 27, 2020 | ||||||||||||
| Larry Hilsheimer | ||||||||||||||
| * | Director | October 27, 2020 | ||||||||||||
| Luis von Ahn | ||||||||||||||
| * | Director | October 27, 2020 | ||||||||||||
| Nancy Kramer | ||||||||||||||
| * | Director | October 27, 2020 | ||||||||||||
| Nick Shalek | ||||||||||||||
| * | Director | October 27, 2020 | ||||||||||||
| Scott Maw | ||||||||||||||
*Pursuant to Power of Attorney
By: | /s/ Alexander Timm | ||||
| Alexander Timm | |||||
| Attorney-in-Fact | |||||
Exhibit 5.1
David G. Peinsipp
T: +1 415-693-2177
dpeinsipp@cooley.com
October 27, 2020
Root, Inc.
80 E. Rich Street, Suite 500
Columbus, OH 43215
Ladies and Gentlemen:
We have acted as counsel to Root, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S 1 (the “Registration Statement”) with the Securities and Exchange Commission pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of 1933, as amended, relating to an underwritten public offering of up to 2,586,729 shares of the Company’s Class A common stock, par value $0.0001 per share, to be sold by the Company (the “Shares”). The Registration Statement incorporates by reference the Registration Statement on Form S-1 (No. 333-249332), which was declared effective on October 27, 2020 (the “Prior Registration Statement”), including the prospectus which forms a part of the Prior Registration Statement (the “Prospectus”).
In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement, the Prior Registration Statement and the Prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the forms of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, filed as Exhibits 3.1 and 3.2 to the Prior Registration Statement, respectively, each of which is to be in effect prior to the closing of the offering contemplated by the Registration Statement and the Prior Registration Statement and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below and (ii) assumed that the Amended and Restated Certificate of Incorporation referred to in clause (c) is filed with the Secretary of State of the State of Delaware before issuance of the Shares.
We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of the certificates of public officials and the due execution and delivery by all persons other than by the Company of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefor as described in the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.
* * *
Cooley LLP 101 California Street, Floor 5, San Francisco, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com
Root, Inc.
October 27, 2020
Page Two
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: | /s/ David G. Peinsipp | ||||
David G. Peinsipp | |||||
Cooley LLP 101 California Street, Floor 5, San Francisco, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com
Exhibit 23.1
 | Deloitte & Touche LLP 180 East Broad Street Columbus, Ohio 43215 USA Tel.: +1 614 221 1000 Fax: +1 614 228 4277 www.deloitte.com | ||||
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-1 MEF of our report dated August 10, 2020 relating to the financial statements of Root, Inc. appearing in the Registration Statement No. 333-249332 on Form S-1 of Root, Inc.
/s/ DELOITTE & TOUCHE LLP
October 27, 2020