TRUPANION, INC. — Capital/Financing Update 2021

Jan 5, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 29, 2020

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36537	83-0480694
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6100 4th Avenue S, Suite 200

Seattle , Washington 98108

(Address of principal executive offices, including zip code)

( 855 ) 727 - 9079

(Registrant's telephone number, including area code)

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	Name of each exchange on which registered
Common stock, $0.00001 par value per share	TRUP	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company 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 1.02 Termination of a Material Definitive Agreement.

Termination of Pacific Western Bank Loan and Security Agreement

As previously disclosed, on December 16, 2016, Trupanion, Inc. (the “ Company ”) and certain of its affiliates entered into a Senior Credit Facility Loan and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”) with Pacific Western Bank (“ PWB ”), as administrative agent, and certain other financial institutions or entities from time to time parties thereto, for a $50.0 million secured term loan facility (the “ Facility ”).

All outstanding amounts under the Facility were previously paid and, following a request from the Company, on December 29, 2020, the Company and PWB entered into a payoff letter (the “ Payoff Letter ”). Pursuant to the Payoff Letter, the Company paid all remaining obligations under the Loan Agreement and the Loan Agreement and the Facility were terminated.

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.

TRUPANION, INC.
By:	/s/ Tricia Plouf
	Name: Tricia Plouf
	Title: Chief Financial Officer

Date: January 5, 2021