Item 1.01. Entry into a Material Definitive Agreement
Residual Financing
On
The Note was offered and sold in a private placement exempt from registration
under the
The foregoing description of the RF Indenture does not purport to be complete and is qualified in its entirety by reference to the text of the RF Indenture, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K.
Credit Card Warehouse Facility
To provide additional funding to support the growth of its credit card product,
on
On the Credit Card Facility Closing Date, the Issuer drew
The Notes were offered and sold in a private placement exempt from registration
under the
A copy of the press release is attached hereto as Exhibit 99.1.
The foregoing description of the CCW Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the CCW Indenture, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K.
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Item 1.02. Termination of a Material Definitive Agreement
On the Credit Card Facility Closing Date,
In connection with the Retention Facility Termination Agreement,
The foregoing description of the Retention Facility Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention Facility Termination Agreement, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K.
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Item 2.01. Completion of Acquisition or Disposition of Assets
On
In connection with the Mergers, the Company paid approximately
A copy of the press release is attached hereto as Exhibit 99.2.
The foregoing descriptions of the Mergers and the Merger Agreement in this Item
2.01 do not purport to be complete and are qualified in their entirety by
reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K, filed with the
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 7.01. Regulation FD Disclosure
On
The information in this Item 7.01 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. Such information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events
On
Forward Looking Statements
This Current Report on Form 8-K may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements as to the terms and conditions of the Residual Facility and the RF Indenture, the term and conditions of the Credit Card Warehouse Facility and the CCW Indenture, the outcome of the Retention Facility Termination and the Retention Facility Termination Agreement, the expected opportunities and effects of the acquisition of Digit. Such forward-looking statements often contain words such as "assume," "will," "anticipate," "believe," "predict," "project," "potential," "contemplate," "plan," "forecast," "estimate," "expect," "intend," "is targeting," "may," "should," "would," "could," "goal," "seek," "hope," "aim," "continue" and other similar words or expressions or the negative thereof or other variations thereon. Statements regarding future events are based on the parties' current expectations and are necessarily subject to associated risks related to, among other things, the acquisition of Digit, including the integration of the Digit business; failure to realize the expected benefits and synergies of the acquisition; the impact of the consummation of the acquisition on relationships with the Company and/or Digit's employees, customers, suppliers and other business partners; inability to retain key personnel; changes in legislation or government regulations affecting the Company or Digit; and economic, financial, social or political conditions that could adversely affect the Company or Digit Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. For information regarding other related risks, see the "Risk Factors" section of the Company's most recent annual reports on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements included herein are made only as of the date hereof, and the Company undertakes no obligation to revise or update any forward-looking statements for any reason.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Number Agreement and Plan of Reorganization datedNovember 15, 2021 by and amongOportun Financial Corporation ,Hello Digit, Inc ,,Yosemite Merger Acquisition Corp. ,Yosemite Acquisition Sub, LLC , andShareholder Representative Services, LLC incorporated by reference from Exhibit 2.01 of the Company's Current Report on Form 8-K filed 2.01 onNovember 15, 2021 99.1 Press release datedDecember 20, 2021 99.2 Press release datedDecember 22, 2021 Cover Page Interactive Data File embedded within the Inline XBRL 104 document
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