Pagaya Technologies Files 8-K on Equity Sales

TL;DR

Pagaya dropped an 8-K on equity sales, check it out.

AI Summary

On October 22, 2024, Pagaya Technologies Ltd. filed an 8-K report detailing the unregistered sale of equity securities. The filing also includes information on other events and financial statements and exhibits. The company's principal executive offices are located at 90 Park Ave, 20th Floor, New York, New York.

Why It Matters

This filing provides crucial updates on Pagaya's equity transactions and financial reporting, which can impact investor understanding of the company's capital structure and financial health.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can sometimes indicate financing activities or potential dilution, requiring closer investor scrutiny.

Key Players & Entities

• Pagaya Technologies Ltd. (company) — Registrant
• October 22, 2024 (date) — Date of earliest event reported
• 90 Park Ave, 20th Floor, New York, New York 10016 (address) — Principal executive offices
• 001-41430 (filing_number) — Commission File Number

FAQ

Filing Documents

• pgy-20241022.htm (8-K) — 28KB
• theoremclosingpr.htm (EX-99.1) — 10KB
• 0001883085-24-000173.txt ( ) — 209KB
• pgy-20241022.xsd (EX-101.SCH) — 3KB
• pgy-20241022_def.xml (EX-101.DEF) — 16KB
• pgy-20241022_lab.xml (EX-101.LAB) — 28KB
• pgy-20241022_pre.xml (EX-101.PRE) — 17KB
• pgy-20241022_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. In connection with the Theorem Acquisition (as defined below), Pagaya Technologies Ltd. (the "Company") has agreed to initially issue up to 505,602 of the Company's Class A ordinary shares (the "Shares") as consideration to the shareholders of Theorem Technology, Inc. ("Theorem"). The Theorem Acquisition also includes the potential for additional contingent consideration payment to be paid within thirty (30) days of October 31, 2025 (the "Contingent Consideration Measurement Date"). This additional consideration, if any, will be contingent upon the net asset value of the Theorem's funds meeting certain set thresholds as of the Contingent Consideration Measurement Date and may be paid by the Company in Shares. The above-described issuance is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities Act as the issuance did not involve a public offering.

01 Other Events

Item 8.01 Other Events . On October 22, 2024, the Company acquired 100% of Theorem Technology, Inc. (the "Theorem Acquisition"). On October 28, 2024, the Company issued a press release announcing the Theorem Acquisition. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release issued by Pagaya Technologies Ltd., dated October 28 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. PAGAYA TECHNOLOGIES LTD. Date: October 28, 2024 By: /s/ Eric Watson Name: Eric Watson Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR