HAPN 8-K
Happen, Inc. (HAPN)
8-K
2023-10-12
For: 2023-10-06
View Original
Added on
April 11, 2026
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): October 6, 2023
(Exact name of registrant as specified in its charter)
Commission File Number: 001-36771
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: 415
632-5600
Former name or former address, if changed since last report: N/A
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:
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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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).
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Emerging growth company
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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.
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☐
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Item 2.02
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Results of Operations and Financial Condition
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On October 12, 2023, LendingClub Corporation (the “Company”) issued a press release (the “Press Release”) regarding a cost reduction plan (the “Plan”) and preliminary
financial results for the quarter ended September 30, 2023. A copy of the Press Release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
The information set forth in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific
reference in such filing.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
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On October 6, 2023, as part of the Plan, the Company and its chief administrative officer, Brandon Pace, agreed to consolidate certain leadership roles within the
Company’s legal department (the “Consolidation”) and thereby eliminate the chief administrative officer position as of October 19, 2023 (the “Effective Date”). Accordingly, Mr. Pace will cease serving in his existing capacity as of the Effective
Date and, to facilitate an orderly execution of the Consolidation, is expected to remain an employee of the Company in a non-executive capacity through December 5, 2023.
In connection with his departure and subject to the execution of a release of claims against the Company, Mr. Pace will receive the severance payments set forth in his
employment agreement and as detailed in the Company’s most recent definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2023.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit
Number
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Exhibit Title or Description |
| 99.1 |
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Press Release dated October 12, 2023
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| 104 |
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Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)
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SIGNATURE(S)
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.
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LendingClub Corporation
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Date:
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October 12, 2023
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By:
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/s/ Andrew LaBenne
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Andrew LaBenne
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Chief Financial Officer
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Exhibit 99.1
LendingClub Aligns Cost Structure to Evolving Macroeconomic Environment
Expects Annualized Run-Rate Savings of $30 to $35 Million
Provides Preliminary Select Financial Results for Third Quarter 2023
Schedules Third Quarter 2023 Earnings Release and Conference Call
SAN FRANCISCO, October 12, 2023 -- LendingClub Corporation (NYSE: LC) announced today a cost reduction plan to ensure its ability to navigate through the challenging
macroenvironment. The Company also provided preliminary results and scheduled the earnings release and conference call for the third quarter of 2023.
“We continue to proactively implement various measures to navigate the persistent and ongoing macroeconomic headwinds and the resulting pressure in our marketplace,
primarily driven by higher interest rates,” said Scott Sanborn, LendingClub’s Chief Executive Officer. “To that end, we have made the very difficult decision to streamline our workforce. Longer term, we expect marketplace revenue to rebound as we
capture the historically large credit card debt refinancing opportunity.”
LendingClub is reducing its workforce by approximately 14%, or 172 employees. The Company anticipates that the actions will result in annualized run-rate compensation and
benefits savings of approximately $30 to $35 million compared to the second quarter of 2023.
Preliminary Financial Results for Third Quarter 2023
During the third quarter of 2023, the Company originated approximately $1.5 billion of loans and, based upon management’s current expectations, expects revenue and net
income for the third quarter within the following ranges:
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Third Quarter 2023
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Revenue
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$198 to $200 million
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Net Income
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$4 to $5 million
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The expectations above are inclusive of the majority of severance charges, which were recorded in the third quarter of 2023.
Third Quarter 2023 Earnings Release and Conference Call
LendingClub will report earnings for the third quarter of 2023 on Wednesday, October 25, 2023, after market hours. LendingClub will host a conference call to discuss the
third quarter 2023 financial results at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) on the same day.
Submission of Conference Call Questions
In addition to questions asked live by analysts during the call, the company will also accept for consideration questions submitted via email prior to 12:00 p.m.
Pacific Time (3:00 p.m. Eastern Time) on Tuesday, October 24, 2023. Please email questions to [email protected].
Webcast Information
A live webcast of the call will be available at http://ir.lendingclub.com under the Filings & Financials menu in Quarterly Results. To access the call please dial
+1 (404) 975-4839 or outside the U.S. +1 (833) 470-1428 with Access Code 896211 ten minutes prior to 2:00 p.m. Pacific Time (or 5:00 p.m. Eastern Time).
Replay
An audio archive of the call will be available at http://ir.lendingclub.com. An audio replay will also be available one hour after the end of the call until Wednesday,
November 1, 2023, by calling +1 (929) 458-6194 or outside the U.S. +1 (833) 470-1428 with Access Code 963754.
About LendingClub
LendingClub Corporation (NYSE: LC) is the parent company of LendingClub Bank, National Association, Member FDIC. LendingClub Bank is the leading digital marketplace bank
in the U.S., where members can access a broad range of financial products and services designed to help them pay less when borrowing and earn more when saving. Based on more than 150 billion cells of data and over $85 billion in loans, our advanced
credit decisioning and machine-learning models are used across the customer lifecycle to expand seamless access to credit for our members, while generating compelling risk-adjusted returns for our loan investors. Since 2007, more than 4.7 million
members have joined the Club to help reach their financial goals. For more information about LendingClub, visit https://www.lendingclub.com.
Safe Harbor Statement
Some of the statements in this press release, including statements regarding future financial results, the expected savings from the workforce reductions and
macroeconomic conditions, are "forward-looking statements." The words "anticipate," "believe," "estimate," "expect," "intend," "may," "outlook," "plan," "predict," "project," "will," "would" and similar expressions may identify forward-looking
statements, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ materially from those contemplated by these forward-looking statements include: the results of procedures to
finalize third quarter 2023 financial results; our ability to continue to attract and retain new and existing customers; competition; overall economic conditions; the interest rate environment; the regulatory environment; demand for the types of
loans facilitated by us; default rates and those factors set forth in the section titled "Risk Factors" in our most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, as well as in our subsequent filings with
the Securities and Exchange Commission. We may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. Actual results or events could
differ materially from the plans, intentions and expectations disclosed in forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
CONTACT: For Investors: [email protected]; Media Contact:
[email protected]