Document

As filed with the Securities and Exchange Commission on February 23, 2021

Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Oportun Financial Corporation
(Exact name of registrant as specified in its charter)
Delaware45-3361983
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2 Circle Star Way
San Carlos, California 94070
(650) 810-8823
(Address of principal executive offices) (Zip Code)
2019 Equity Incentive Plan
2019 Employee Stock Purchase Plan
(Full titles of the plan)
Raul Vazquez
Chief Executive Officer
Oportun Financial Corporation
2 Circle Star Way
San Carlos, California 94070
 (650) 810-8823
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Eric C. Jensen
Calise Y. Cheng
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Joan Aristei
Kathleen I. Layton
Oportun Financial Corporation
2 Circle Star Way
San Carlos, California 94070
 (650) 810-8823
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerSmaller reporting company
Accelerated filerEmerging growth company
Non-accelerated filer
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 7(a)(2)(B) of the Securities Act. ☐



CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered
Amount to be
Registered (1)
Proposed Maximum
Offering Price Per Share
Proposed Maximum
Aggregate Offering Price
Amount of
Registration Fee
Common Stock, par value $0.001 per share
Shares reserved for future issuance under the 2019 Equity Incentive Plan
1,383,963 (2)
$ 16.56 (3)
$22,918,427.28$2,500.41
Shares reserved for future issuance under the 2019 Employee Stock Purchase Plan
276,792 (2)
$ 14.08 (4)
$3,897,231.36$425.19
Total
1,660,755 (2)
$26,815,658.64$2,925.60

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”) of Oportun Financial Corporation (the “Registrant”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock.
(2) Represents additional shares of Registrant’s Common Stock reserved for future issuance under the Registrant’s 2019 Equity Incentive Plan (the “2019 EIP”) and the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”) by reason of the automatic increase provisions of the 2019 EIP and 2019 ESPP.
(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on February 17, 2021.
(4) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon 85% of the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on February 17, 2021.





EXPLANATORY NOTE
Oportun Financial Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering (a) an additional 1,383,963 shares of the Registrant’s Common Stock issuable to eligible persons pursuant to the Registrant’s 2019 Equity Incentive Plan and (b) an additional 276,792 shares of the Registrant’s Common Stock issuable to eligible persons pursuant to the Registrant’s 2019 Employee Stock Purchase Plan. The shares being registered pursuant to this Registration Statement are securities of the same class as and in addition to other securities for which the Registrant filed a Registration Statement on Form S-8 on September 27, 2019 (File No. 333-233979) and a Registration Statement on Form S-8 on March 5, 2020 (File No. 333-236893) (collectively, the “Prior Registration Statements”).

PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made a part hereof.

The following documents filed by the Registrant with the Securities and Exchange Commission (the “SEC”) are also incorporated by reference into this Registration Statement:

a.The Registrant’s Annual Report on Form 10-K (File No. 001-39050) for the fiscal year ended December 31, 2020, filed with the SEC on February 23, 2021.
b.All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above (other than information in any Current Report on Form 8-K deemed to have been furnished and not filed in accordance with the rules of the Commission and, except as may be noted in any such Form 8-K, exhibits filed on such Form 8-K that are related to such information).
c.The description of the Registrant’s Common Stock filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-39050) for the fiscal year ended December 31, 2019, filed with the SEC on February 28, 2020, including any amendment or report filed for the purpose of updating such description.
d.All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.







ITEM 8. EXHIBITS
Incorporated by Reference
ExhibitDescriptionFormFile No.ExhibitFiling DateFiled Herewith
4.18-K001-390503.1September 30, 2019
4.28-K001-390503.2September 30, 2019
4.3S-1/A333-2326854.1September 16, 2019
4.4S-1333-2326854.2July 17, 2019
5.1X
23.1X
23.2X
24.1X
99.110-K001-3905010.4February 23, 2021
99.2S-1/A333-23268510.5September 16, 2019





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Carlos, State of California, on this 23rd day of February 2021.


OPORTUN FINANCIAL CORPORATION
By:/s/ Raul Vazquez
Name: Raul Vazquez
Title: Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raul Vazquez, Jonathan Coblentz, Joan Aristei and Kathleen Layton, and each or any one of them, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Raul VazquezChief Executive Officer and DirectorFebruary 23, 2021
Raul Vazquez(Principal Executive Officer)
/s/ Jonathan CoblentzChief Financial OfficerFebruary 23, 2021
Jonathan Coblentz(Principal Financial and Accounting Officer)
/s/ Aida M. AlvarezDirectorFebruary 23, 2021
Aida M. Alvarez
/s/ Jo Ann BarefootDirectorFebruary 23, 2021
Jo Ann Barefoot
/s/ Louis P. MiramontesDirectorFebruary 23, 2021
Louis P. Miramontes
/s/ Carl PascarellaDirectorFebruary 23, 2021
Carl Pascarella
/s/ David StrohmDirectorFebruary 23, 2021
David Strohm
/s/ R. Neil WilliamsDirectorFebruary 23, 2021
R. Neil Williams


Document
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EXHIBIT 5.1
Eric C. Jensen
+1 650 843 5049
ejensen@cooley.com

February 23, 2021
Oportun Financial Corporation
2 Circle Star Way
San Carlos, CA 94070
Re:    Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Oportun Financial Corporation, a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 1,660,755 shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), including (a) 1,383,963 shares of Common Stock issuable pursuant to the Company’s 2019 Equity Incentive Plan (the “EIP”) and (b) 276,792 shares of Common Stock issuable pursuant to the Company’s 2019 Employee Stock Purchase Plan (together with the EIP, the “Plans”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, the Plans and originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery by all persons other than by the Company, of all documents where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.

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Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
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Page 2

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Sincerely,
Cooley LLP

By:/s/ Eric C. Jensen
Eric C. Jensen

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Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
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Document


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 23, 2021 relating to the financial statements of Oportun Financial Corporation and subsidiaries and the effectiveness of Oportun Financial Corporation and subsidiaries’ internal control over financial reporting appearing in the Annual Report on Form 10-K of Oportun Financial Corporation and subsidiaries for the year ended December 31, 2020.

/s/ DELOITTE & TOUCHE LLP

San Francisco, CA
February 23, 2021