SEC Comment Letter for Lemonade, Inc. (LMND) (CIK 0001691421) (LMND) — May 14, 2020
Lemonade, Inc. (LMND) (CIK 0001691421)
Date: May 14, 2020 · CIK: 0001691421 · Accession: 0000000000-20-004315
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United States securities and exchange commission logo May 14, 2020 Daniel Schreiber Chief Executive Officer Lemonade, Inc. 5 Crosby Street, 3rd Floor New York, NY 10013 Re:Lemonade, Inc. Draft Registration Statement on Form S-1 Submitted April 17, 2020 CIK No. 0001691421 Dear Mr. Schreiber: We have reviewed your draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 Our Amended Charter designates the Court of Chancery of the State of Delaware as the exclusive forum, page 64 1.We note your disclosure here that the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. Please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.
FirstName LastNameDaniel Schreiber Comapany NameLemonade, Inc. May 14, 2020 Page 2 FirstName LastName Daniel Schreiber Lemonade, Inc. May 14, 2020 Page 2 Management's Discussion and Analysis of Financial Conditions and Results of Operations Stock-based Compensation, page 102 2.Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features. You may contact Bonnie Baynes at 202-551-4924 or Mark Brunhofer at 202-551-3638 if you have questions regarding comments on the financial statements and related matters. Please contact John Sickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
May 14, 2020
Daniel Schreiber
Chief Executive Officer
Lemonade, Inc.
5 Crosby Street, 3rd Floor
New York, NY 10013
Re:Lemonade, Inc.
Draft Registration Statement on Form S-1
Submitted April 17, 2020
CIK No. 0001691421
Dear Mr. Schreiber:
We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Our Amended Charter designates the Court of Chancery of the State of Delaware as the
exclusive forum, page 64
1.We note your disclosure here that the exclusive forum provision will not apply to suits
brought to enforce any liability or duty created by the Securities Act or the Exchange Act,
or to any claim for which the federal courts have exclusive jurisdiction. Please also
ensure that the exclusive forum provision in the governing documents states this clearly,
or tell us how you will inform investors in future filings that the provision does not apply
to any actions arising under the Securities Act or Exchange Act.
FirstName LastNameDaniel Schreiber
Comapany NameLemonade, Inc.
May 14, 2020 Page 2
FirstName LastName
Daniel Schreiber
Lemonade, Inc.
May 14, 2020
Page 2
Management's Discussion and Analysis of Financial Conditions and Results of Operations
Stock-based Compensation, page 102
2.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features.
You may contact Bonnie Baynes at 202-551-4924 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related matters. Please
contact John Sickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance