Oportun Financial Corp. Files 8-K with Material Agreements

TL;DR

Oportun Financial Corp. signed and terminated material agreements, sold equity, and has new financial obligations.

AI Summary

Oportun Financial Corp. entered into a material definitive agreement on November 14, 2024, related to a direct financial obligation. The company also terminated a material definitive agreement on the same date. This filing also disclosed unregistered sales of equity securities and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant changes in Oportun Financial Corp.'s contractual obligations and potential equity structure, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, terminations, and unregistered equity sales, suggesting potential shifts in the company's financial structure and obligations.

Key Numbers

• 001-39050 — Commission File Number (Identifies Oportun Financial Corp.'s filing with the SEC.)
• 45-3361983 — I.R.S. Employer Identification No. (Oportun Financial Corp.'s tax identification number.)

Key Players & Entities

• Oportun Financial Corp. (company) — Registrant
• November 14, 2024 (date) — Date of Report
• 2 Circle Star Way, San Carlos, CA 94070 (address) — Principal Executive Offices
• Progreso Financiero Holdings, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share OPRT Nasdaq Global
• $0.01 — he "Warrants"), at an exercise price of $0.01 per share, to affiliates of Castlelake

Filing Documents

• oprt-20241114.htm (8-K) — 32KB
• oportun_-xcastlelakexformx.htm (EX-4.1) — 70KB
• oportun_-xcastlelakexregis.htm (EX-4.2) — 124KB
• 0001538716-24-000141.txt ( ) — 391KB
• oprt-20241114.xsd (EX-101.SCH) — 2KB
• oprt-20241114_lab.xml (EX-101.LAB) — 21KB
• oprt-20241114_pre.xml (EX-101.PRE) — 12KB
• oprt-20241114_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On November 14, 2024 (the "Term Loan Closing Date"), Oportun Financial Corporation (the "Company") satisfied the closing conditions under the Credit Agreement (the "Credit Agreement") dated as of October 23, 2024, by and among the Company's wholly-owned subsidiary Oportun, Inc., as borrower (the "Borrower"), certain affiliates of Castlelake L.P. ("Castlelake") and funds managed by Neuberger Berman ("Neuberger") as lenders, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and the senior secured term loans were funded pursuant to the Credit Agreement (the "Term Loan Closing"). On the Term Loan Closing Date, in connection with the Credit Agreement, the Company issued warrants (the "Warrants"), at an exercise price of $0.01 per share, to affiliates of Castlelake and Neuberger to purchase an aggregate amount of shares of the Company's common stock equal to 9.8% of the fully-diluted shares outstanding of the Company, excluding out-of-the-money options, on a pro-forma basis for the warrants. The Company also entered into a Registration Rights Agreement with the applicable holders of the Warrants (the "Registration Rights Agreement"), which stipulates that the Company will file a registration statement with the Securities and Exchange Commission with respect to the shares underlying the Warrants. The description of the Warrants is qualified in its entirety by reference to the full and complete terms of the form of Warrant, which is attached hereto as Exhibit 4.1 and incorporated herein by reference. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full and complete terms of the Registration Rights Agreement, which is attached hereto as Exhibit 4.2 and incorporated herein by reference.

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement In connection with the Term Loan Closing, the Credit Agreement, dated as of September 14, 2022, by and among the Company, Wilmington Trust, National Association, and the lenders party thereto, as amended, terminated effective November 14, 2024. In connection with the Term Loan Closing, the Indenture, dated as of December 20, 2021, between Oportun RF, LLC and Wilmington Trust, National Association, as indenture trustee, as amended, terminated effective November 14, 2024. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosures provided in Items 1.01 and 1.02 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number 4.1 Form of Warrant 4.2 Registration Rights Agreement, dated as of November 14, 2024, by and among Oportun Financial Corporation and the affiliates of Castlelake and Neuberger party thereto 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. OPORTUN FINANCIAL CORPORATION (Registrant) Date: November 14, 2024 By: /s/ Jonathan Coblentz Jonathan Coblentz Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR