Annual report
Page 1
( Mark One ) Annual Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 For the fiscal year ended December 31 , 2020 OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K Transition Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number : 001-33549 299 Park Avenue Maryland ( State or Other Jurisdiction of Incorporation ) Tiptree Inc. ( Exact name of Registrant as Specified in Its Charter ) Title of each class common stock , par value $ 0.001 per share Large accelerated filer Non - accelerated filer " New York 38-3754322 13th Floor New York ( Address of Principal Executive Offices ) . ( Registrant's telephone number , including area code ) ( 212 ) 446-1400 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) . Name of each exchange on which registered TIPT NASDAQ Capital Market ( I.R.S. Employer Identification No. ) 10171 ( Zip Code ) Securities Registered Pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes " No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No x Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes x No " Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S - K ( § 229.405 ) is not contained herein , and will not be contained , to the best of registrant's knowledge , in definitive proxy or information statements incorporated by reference in Part III of this Form 10 - K or any amendment to this Form 10 - K . " Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or 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 . Accelerated filer X 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 13 ( a ) of the Exchange Act . " Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act . ) Yes No X Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 762 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . X As of June 30 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , the aggregate market value of the registrant's voting and non - voting common equity held by non - affiliates of the registrant was approximately $ 161,281,173 , based upon the closing sales price of $ 6.45 per share as reported on the Nasdaq Capital Market . For purposes of this calculation , all of the registrant's directors and executive officers were deemed to be affiliates of the registrant . As of March 8 , 2021 , there were 32,538,486 shares , par value $ 0.001 , of the registrant's common stock outstanding . Documents Incorporated by Reference Certain information in the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission relating to the registrant's 2021 Annual Meeting of Stockholders is incorporated by reference into Part III .