SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 8, 2021
(Exact name of registrant as specified in its charter)
|Delaware|| ||001-36449|| ||04-3807511|
|(State or other jurisdiction of|
| ||(Commission File Number)|| ||(IRS Employer|
120 Broadway, Suite 200
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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(s)||Name of each exchange on which registered|
|Common Stock, par value $0.0001 per share||TRUE||The Nasdaq Global Select Market|
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 7.01 Regulation FD Disclosure.
On February 8, 2021, TrueCar, Inc. (the “Company”) disclosed that it had entered into an auto program services agreement (the “Partnership Agreement”) with Navy Federal Credit Union (“Navy Federal”), which currently reports having over 10 million members, pursuant to which the Company will operate a white-labeled auto-buying program for Navy Federal and its members. The Company expects that performance under the Partnership Agreement will commence in March of 2021.
This Item 7.01 of this Current Report on Form 8-K contains a forward-looking statement related to the approximate time that performance under the Partnership Agreement will commence. This forward-looking statement is based on management’s beliefs and assumptions and on information available to management as of the date it is made. However, investors should not place undue reliance on this forward-looking statement because it speaks only as of the date it is made. The Company does not undertake any obligation to update or revise this forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from the Company’s historical experience and its present expectations or projections. These risks and uncertainties include, but are not necessarily limited to, those described in the annual and quarterly reports the Company files with the Securities and Exchange Commission.
The information in this Item 7.01 of this Current Report on Form 8-K is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor is it incorporated by reference in any 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.
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.
| ||TRUECAR, INC.|
| || |
|By:||/s/ Jeff Swart|
| ||Jeff Swart|
| ||EVP, General Counsel & Secretary|
Date: February 8, 2021