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)

(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 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

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.

Document

SoFi Technologies, Inc. Announces Secondary Offering of Common Stock

by Selling Stockholders

SAN FRANCISCO – (BUSINESS WIRE) – November 15, 2021 – SoFi Technologies, Inc. (NASDAQ: SOFI) (“SoFi” or the “Company”) today announced a secondary offering of 50 million shares of its common stock by entities affiliated with SoftBank Group Corp., Silver Lake Partners, Qatar Investment Authority, Red Crow Capital, LLC and ChaChaCha SPAC 5, LLC (collectively, the “Selling Stockholders”). The offering consists entirely of shares of common stock of the Company to be sold by the Selling Stockholders, and will not change the number of shares of the Company's common stock that are outstanding. The Company will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders.

Barclays will act as the underwriter in the offering. Barclays proposes to offer the shares of common stock from time to time for sale in one or more transactions on The Nasdaq Global Select Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to such prevailing market prices or negotiated prices, subject to their right to reject any order in whole or in part.

A shelf registration statement on Form S-1 (Registration No. 333-257092) (including a prospectus) has been declared effective by the Securities and Exchange Commission. The offering will be made only by means of a prospectus supplement and an accompanying prospectus. You may get these documents, including the prospectus supplement, for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the prospectus supplement, when available, and the accompanying prospectus relating to this offering may be obtained by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; barclaysprospectus@broadridge.com; (888) 603-5847.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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.

Forward-Looking Statements

This press release includes forward-looking statements. Forward-looking statements represent SoFi’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 SoFi 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 SoFi’s common stock, the satisfaction of customary closing conditions related to the proposed secondary offering, and risks relating to SoFi’s business, including those described in periodic reports that SoFi files from time to time with the Securities and Exchange Commission. The forward-looking statements included in this press release speak only as of the date of this press release, and SoFi does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

Contact

Investors

Andrea Prochniak

SoFi

aprochniak@sofi.org

Media

Rachel Rosenzweig

SoFi

rrosenzweig@sofi.org