0001818874FALSE00018188742024-03-042024-03-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 4, 2024
SoFi Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | 001-39606 (Commission File Number) | 98-1547291 (I.R.S. Employer Identification No.) |
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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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 |
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. ☐
Explanatory Note
On March 8, 2024, SoFi Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission. This amendment (this “Amendment”) to the Original Form 8-K supplements Item 1.01 and Item 3.02 of the Original Form 8-K, each under the heading “Exchange Transactions” thereto, to include the number of shares of the Company’s common stock issued at the settlement of the Exchange Agreements described in the Original Form 8-K. Except as set forth in this Amendment, the Original Form 8-K remains unchanged.
Item 1.01 Entry into a Material Definitive Agreement.
Exchange Transactions
On March 25, 2024 and March 26, 2024, the Company issued an aggregate of 72,621,879 shares of common stock in the settlement of the transactions contemplated by the Exchange Agreements.
Item 3.02 Unregistered Sales of Equity Securities.
Exchange Transactions
The information under the heading “Exchange Transactions” in Item 1.01 of this Amendment is incorporated by reference into this Item 3.02. The Company issued the shares of common stock pursuant to the Exchange Agreements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company relied on this exemption from registration based in part on representations made by the holders of 2026 notes party to the Exchange Agreements.
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.
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| SoFi Technologies, Inc. |
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Date: March 26, 2024 | By: | /s/ Christopher Lapointe |
| Name: | Christopher Lapointe |
| Title: | Chief Financial Officer |