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): December 15, 2021

SoFi Technologies, Inc.

(Exact name of registrant as specified in its charter)

(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:

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 December 15, 2021, SoFi Technologies, Inc. (the “Company”) issued a press release announcing the results of the completed redemption of its outstanding warrants to purchase shares of the Company’s common stock, par value $0.0001 per share, that were issued under the Warrant Agreement, dated October 8, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

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.

Document

SoFi Technologies, Inc. Announces Completion of Redemption of Certain Outstanding Warrants

SAN FRANCISCO, California – December 15, 2021 – SoFi Technologies, Inc. (NASDAQ: SOFI), (“SoFi” or “the Company”), a leading digital personal finance company, today announced the completion of the redemption of the outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), that were issued under the Warrant Agreement, dated October 8, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, (the “Warrant Agreement”), as part of the units sold in the Company’s initial public offering (the “IPO”) and that remained outstanding at 5:00 p.m. New York City time on December 6, 2021 (the “Redemption Date”) for a redemption price of $0.10 per Public Warrant. In addition, the Company announced the completion of the redemption of the outstanding warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) on the same terms as the outstanding Public Warrants. The outstanding warrants to purchase shares of Common Stock that were issued in the Company’s business combination with Social Capital Hedosophia Holdings Corp. V on May 28, 2021 (the “Business Combination”) in respect of warrants to acquire Social Finance, Inc. Series H preferred stock (the “Series H Warrants”) remain outstanding and are not affected by the redemption of the Warrants.

On November 4, 2021, the Company issued a press release stating that, pursuant to the terms of the Warrant Agreement, on the Redemption Date it would redeem all of the outstanding Warrants at a redemption price of $0.10 per Warrant. Of the 20,124,963 Public Warrants that were outstanding as of the closing of the Business Combination, 6,264,922 Public Warrants were exercised for cash at an exercise price of $11.50 per share of Common Stock and 13,193,604 Public Warrants were exercised on a cashless basis in exchange for an aggregate of 11,027,668 shares of Common Stock, in each case in accordance with the terms of the Warrant Agreement, representing approximately 96.7% of the outstanding Public Warrants. In addition, of the 8,000,000 Private Warrants that were outstanding as of the closing of the Business Combination, 2,000,000 Private Warrants were exercised for cash at an exercise price of $11.50 per share of Common Stock and 6,000,000 Private Warrants were exercised on a cashless basis in exchange for an aggregate of 4,166,000 shares of Common Stock, in each case in accordance with the terms of the Warrant Agreement, representing 100% of the outstanding Private Warrants. Total cash proceeds to the Company generated from exercises of the Warrants for cash were approximately $95.0 million. Following the Redemption Date, the Company had no Public Warrants or Private Warrants outstanding. The Company’s Series H Warrants remain outstanding and are not affected by the redemption of the Warrants.

In connection with the redemption, the Public Warrants ceased trading on The Nasdaq Global Select Market and were delisted, with the trading halt announced after close of market on December 6, 2021. The Common Stock continues to trade on The Nasdaq Global Select Market under the symbol “SOFI.”

About SoFi Technologies, Inc.

SoFi helps people achieve financial independence to realize their ambitions. Our products for borrowing, saving, spending, investing and protecting give our nearly three million members fast access to tools to get their money right. SoFi membership comes with the key essentials for getting ahead, including career advisors and connection to a thriving community of like-

minded, ambitious people. SoFi is also the naming rights partner of SoFi Stadium, home of the Los Angeles Chargers and the Los Angeles Rams.

Availability of Other Information About SoFi

Investors and others should note that we communicate with our investors and the public using our website (https://www.sofi.com/), the investor relations website (https://investors.sofi.com), and on social media (Twitter and LinkedIn), including but not limited to investor presentations and investor fact sheets, U.S. Securities and Exchange Commission filings, press releases, public conference calls and webcasts. The information that SoFi posts on these channels and websites could be deemed to be material information. As a result, SoFi encourages investors, the media, and others interested in SoFi to review the information that is posted on these channels, including the investor relations website, on a regular basis. This list of channels may be updated from time to time on SoFi’s investor relations website and may include additional social media channels. The contents of SoFi’s website or these channels, or any other website that may be accessed from its website or these channels, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. This material has been prepared for informational purposes only, and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. You should consult your own tax, legal and accounting advisors before engaging in any transaction.

Contact Information

Investors:

Andrea Prochniak

SoFi

aprochniak@sofi.org

Media:

Rachel Rosenzweig

SoFi

rrosenzweig@sofi.org