Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 15, 2021

SoFi Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)	001-39606 (Commission File Number)	98-1547291 (I.R.S. Employer Identification No.)

	234 1st Street San Francisco, California	94105
	(Address of principal executive offices)	(Zip Code)

(855) 456-7634

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			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, $0.0001 par value per share

SOFI

The Nasdaq Global Select Market

Redeemable warrants, each whole warrant exercisable for one share of common stock, $0.0001 par value

SOFIW

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 8.01 Other Events.

On November 15, 2021, SoFi Technologies, Inc. (the “Company”) announced that certain of the Company’s stockholders (collectively, the “Selling Stockholders”) intend to offer for sale in an underwritten secondary offering (the “Offering”) 50 million shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The shares of Common Stock in the Offering are being offered pursuant to a prospectus supplement which will amend and supplement the prospectus dated June 24, 2021 that forms a part of the Company’s Registration Statement on Form S-1 (Registration No. 333-257092), as previously supplemented by the prospectus supplements filed by the Company on June 30, 2021, August 12, 2021, August 16, 2021, September 29, 2021, September 30, 2021, October 4, 2021, November 5, 2021, November 10, 2021 and November 15, 2021.

Prior to the Offering, the Selling Stockholders beneficially owned (inclusive of exercisable warrants) 279,753,935 shares of Common Stock in the aggregate, representing approximately 34.7 percent of the Company’s outstanding shares of Common Stock, based on the number of shares outstanding as of September 30, 2021. Following the Offering, the Selling Stockholders will beneficially own (inclusive of exercisable warrants) 229,753,935 shares of Common Stock in the aggregate, representing approximately 28.5 percent of the Company’s outstanding shares of Common Stock, based on the number of shares outstanding as of September 30, 2021. The Company will not receive any proceeds from the Offering.

A copy of the press release issued by the Company, dated November 15, 2021, announcing the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description

99.1						Press Release, dated November 15, 2021
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

Forward-Looking Statements Involving Known and Unknown Risks and Uncertainties

This Current Report on Form 8-K includes forward-looking statements that represent the Company's current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements, and there can be no assurance that future developments affecting the Company will be those that it has anticipated. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of the Company's common stock, the satisfaction of customary closing conditions related to the proposed secondary offering, and risks relating to the Company's business, including those described in periodic reports that the Company files from time to time with the SEC. The proposed Offering described in this Current Report on Form 8-K may not be consummated and, if the proposed Offering is consummated, the Company cannot provide any assurances regarding the final terms of the Offering.

For additional information on these and other factors that could affect the Company's actual results, see the risk factors set forth in the Company's filings with the SEC, including the most recent Quarterly Report filed with the SEC on November 15, 2021. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and the Company does not undertake to update the statements included in this Current Report on Form 8-K for subsequent developments, except as may be required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.