0001538716☐8-K10/30/2020001-39050OPORTUN FINANCIAL CORPORATION650810-8823☐☐☐☐☐00015387162020-09-142020-09-14
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
October 30, 2020
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
| | | | | | | | | | | |
| Delaware | | 45-3361983 |
State or Other Jurisdiction of
Incorporation or Organization | | I.R.S. Employer Identification No. |
| | | |
| 2 Circle Star Way | | |
| San Carlos, | CA | | 94070 |
| Address of Principal Executive Offices | | Zip Code |
(650) 810-8823
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
On November 5, 2020, Oportun Financial Corporation (the “Company”) issued a press release announcing the completion of the sale of $41.3 million in aggregate principal amount of the Series 2018-B Class D notes and Series 2019-A Class C and Class D notes (together, the “Notes”). The Notes were previously retained and sold by PF Servicing, LLC, a subsidiary of the Company. The sale was completed on October 30, 2020. The Notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended.
The net proceeds after fees and transaction expenses was $39.8 million. The Company intends to use the net proceeds for working capital and general corporate purposes.
A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| | | | | |
| Exhibit Number | |
| 99.1 | |
| 104 | Cover Page Interactive Data File embedded within the Inline XBRL document |
SIGNATURE
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.
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| OPORTUN FINANCIAL CORPORATION |
| (Registrant) |
| | | |
| Date: | November 5, 2020 | By: | /s/ Jonathan Coblentz |
| | | Jonathan Coblentz |
| | | Chief Financial Officer and Chief Administrative Officer |
| | | (Principal Financial and Accounting Officer) |