Item 3.02 Unregistered Sales of
The disclosure set forth in the Introductory Note is incorporated herein by reference.
The shares of common stock, par value
Item 8.01 Other Events.
The information set forth in the Introductory Note is incorporated herein by reference.
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), Merger Sub merged with and into
In connection with the closing of the Merger (the "Closing"), SoFi issued an
aggregate of 81,856,112 shares of SoFi Common Stock to
At the Effective Time, each unit granted under Technisys' 2020 Long Term Incentive Plan that was outstanding as of immediately prior to the Effective Time (each, a "Technisys LTIP Unit") and that was vested or that vested by its terms as of the date of the Merger Agreement as a result of the occurrence of the Effective Time, was canceled in exchange for the right to receive, without interest and less applicable withholding taxes, an amount in cash calculated in accordance with the Merger Agreement, which cash amount will be payable in two equal installments, the first within 30 days of Closing and the second on the one-year anniversary of Closing. Each Technisys LTIP Unit that was unvested and did not vest by its terms as of the date of the Merger Agreement as a result of the occurrence of the Effective Time was canceled and converted into a SoFi restricted stock unit award with a vesting schedule no less favorable to the holder of such Technisys LTIP Unit than the vesting schedule that applied to such Technisys LTIP Unit immediately prior to the Effective Time, and in respect of a number of shares of SoFi Common Stock calculated in accordance with the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, which was filed as Exhibit 2.1 to SoFi's Current Report on
Form 8-K filed with the
On
Cautionary Statement Forward-Looking Statements
This communication contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives,
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expectations and intentions of SoFi and Technisys and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks and uncertainties. These forward-looking statements are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "opportunity", "future", "strategy", "might", "plan", "possible", "potential", "predict", "project", "should", "strive", "would", "will be", "will continue", "will likely result" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Factors that could cause actual results to differ materially from those
contemplated by these forward-looking statements include: the effect and
uncertainties related to the COVID-19 pandemic (including any government
responses thereto); SoFi's ability to achieve and maintain profitability in the
future; the impact on SoFi's business of the regulatory environment and
complexities with compliance related to such environment; SoFi's ability to
respond to general economic conditions; SoFi's ability to manage its growth
effectively and its expectations regarding the development and expansion of its
business; SoFi's ability to access sources of capital, including debt financing
and other sources of capital to finance operations and growth; the success of
SoFi's continued investments in its Financial Services segment and in its
business generally; the success of SoFi's marketing efforts and its ability to
expand its member base; SoFi's ability to maintain its leadership position in
certain categories of its business and to grow market share in existing markets
or any new markets it may enter; SoFi's ability to develop new products,
features and functionality that are competitive and meet market needs; SoFi's
ability to realize the benefits of its strategy, including what SoFi refers to
as its
All forward-looking statements speak only as of the date they are made and are based on information available at that time. SoFi does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release ofSoFi Technologies, Inc. , datedMarch 3, 2022 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 2
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