The Company was a party to a Voting Agreement, most recently amended and restated in August 2020, pursuant to which many of its investors, including entities affiliated with Ribbit, agreed to the manner in which they would vote their shares on various matters, including the election of directors. This Voting Agreement terminated upon the completion of the IPO and no longer governs any aspect of the election or designation of members of the Board or the voting or the Company’s capital stock.
In August 2020, the Company also became party to an Amended and Restated Investors’ Rights Agreement with certain holders of its capital stock, including entities affiliated with Ribbit, which provides, among other things, that certain holders of the Company’s capital stock and warrants have the right to request that the Company file a registration statement, and/or request that their shares be covered by a registration statement that the Company is otherwise filing, subject to certain exceptions. Also under the Investors’ Rights Agreement, such holders entered into market standoff agreements with the Company for the benefit of the IPO underwriters, pursuant to which such holders have entered into lockup agreements in connection with the IPO, all of which expired on December 1, 2021. All rights, other than the registration rights, under the Investors’ Rights Agreement terminated in connection with the IPO. The remaining registration rights under the Investors’ Rights Agreement terminated on October 27, 2021.
In August 2020, Vladimir Tenev (the Company’s Chief Executive Officer and co-founder), Baiju Bhatt (the Company’s Chief Creative Officer and co-founder) and certain of their affiliates and certain of the Company’s other stockholders, including entities affiliated with Ribbit, entered into a Right of First Refusal and Co-Sale Agreement which provided the Company or its assignees with a right of first refusal to purchase shares of the Company’s common stock which certain of its stockholders, including Mr. Tenev and Mr. Bhatt, proposed to sell to other parties. The Right of First Refusal and Co-Sale Agreement also provided the investors party thereto with rights of first refusal and co-sale relating to shares of the Company’s common stock held and proposed to be transferred by either of Mr. Tenev or Mr. Bhatt or certain of their respective affiliates or permitted transferees. The Right of First Refusal and Co-Sale Agreement terminated in connection with the IPO.
| Item 7.01 | Regulation FD Disclosure. |
On March 23, 2022, Robinhood published a blog post announcing Mr. Malka’s appointment to the Board. A copy of that blog post is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Company intends to use its blog, Under the Hood, as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg. FD). Under the Hood can be accessed at https://blog.robinhood.com/ and investors should routinely monitor that website, in addition to the Company’s press releases, SEC filings, and public conference calls and webcasts, as information posted on the Company’s blog could be deemed to be material information.
The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “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 it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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