SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
July 28, 2022
Date of Report (date of earliest event reported)
OPORTUN FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 001-39050
|State or Other Jurisdiction of |
Incorporation or Organization
|I.R.S. Employer Identification No.|
|2 Circle Star Way|
|Address of Principal Executive Offices||Zip Code|
Registrant’s Telephone Number, Including Area Code
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:
☐ 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:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, $0.0001 par value per share||OPRT|
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. ☐
Item 1.01. Entry into a Material Definitive Agreement
Residual Financing Amendment
On July 28, 2022, Oportun RF, LLC (the “RF Issuer”), a subsidiary of the Company, and Wilmington Trust, National Association, as indenture trustee, securities intermediary and depositary bank (the “RF Trustee”) entered into the Second Amendment to Indenture (the “RF Indenture Amendment”), and other related documents (together with the RF Indenture Amendment, the “Amendment”) to the Company's asset-backed variable funding facility secured by certain residual cash flows from the Company's securitizations (the “Residual Facility”).
The Amendment incorporates the transfer of certain residual certificates and notes from and to the RF Issuer, increasing the size of the Residual Facility to $119.5 million.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the RF Indenture Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
|104||Cover Page Interactive Data File embedded within the Inline XBRL document|
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 thereunto duly authorized.
|OPORTUN FINANCIAL CORPORATION|
|Date:||August 2, 2022||By:||/s/ Jonathan Coblentz|
|Chief Financial Officer and Chief Administrative Officer|
|(Principal Financial Officer)|