Current Report Filing (8-k)
September 17 2021 - 4:21PM
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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
Date of report (Date of earliest event
reported): September 17, 2021 ( September 14,
2021)
Opendoor Technologies Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-39253
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98-1515020
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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410 N. Scottsdale Road, Suite 1600
Tempe,
AZ
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85281
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(Address of principal executive offices)
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(Zip Code)
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(415) 896-6737
(Registrant’s telephone number,
including area code)
(Former Name or Former Address, if Changed
Since Last Report)
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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of Each Exchange on Which
Registered
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Common stock, par value $0.0001 per share
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OPEN
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The Nasdaq Stock Market LLC
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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. ¨
On September 14, 2021,
Opendoor Technologies Inc. (the "Company") entered into an underwriting agreement (the “Underwriting Agreement”)
with Citigroup Global Markets Inc. (the “Underwriter”), and SVF Excalibur (Cayman) Limited (the “Selling
Stockholder”), relating to the public offering (the "Offering") by the Selling Stockholder of 28,000,000 shares of its
common stock of the Company, par value $0.0001 per share (the "Common Stock"), and a 30-day option granted to the
Underwriter to purchase up to an additional 4,200,000 shares of Common Stock from the Selling Stockholder, at a price to the public
of $16.69 per share. On September 16, 2021, the Offering of 28,000,000 shares of Common Stock by the Selling Stockholder to the
Underwriter was completed. On September 16, 2021, the Underwriter exercised in full its option to purchase additional shares, and
on September 17, 2021, the Offering of an additional 4,200,000 shares of Common Stock by the Selling Stockholder to the Underwriter was
completed.
The shares of Common
Stock in the Offering were offered on a prospectus supplement, which amended and supplemented the prospectus dated March 12, 2021, which
forms a part of the Company’s Registration Statement on Form S-1 (Registration No. 333-251529), as previously supplemented by the
prospectus supplements filed by us on March 18, 2021, April 2, 2021, July 30, 2021, August 11, 2021, August 16, 2021, August 18, 2021
and August 24, 2021. The Company did not receive any proceeds from the Offering.
The Underwriting Agreement
contains customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each
of the Company, the Selling Stockholder and the Underwriter against certain liabilities and customary contribution provisions in respect
of those liabilities.
The Underwriting Agreement
is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does
not purport to be complete and is qualified in its entirety by reference to such exhibit.
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
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 hereunto duly authorized.
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OPENDOOR TECHNOLOGIES INC.
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Date: September 17, 2021
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By:
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/s/ Carrie Wheeler
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Carrie Wheeler
Chief Financial Officer
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