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): January 20, 2021
Uber Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38902 | 45-2647441 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1515 3rd Street
San Francisco, California 94158
(Address of principal executive offices, including zip code)
(415) 612-8582
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Common Stock, par value $0.00001 per share | UBER | New York Stock Exchange |
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. ☐
Item 8.01 |
Other Events |
This current report on Form 8-K is filed for the purpose of filing the attached exhibit in connection with the prospectus supplement, dated January 20, 2021, filed with the Securities and Exchange Commission, which forms a part of the Registration Statement on Form S-3ASR (Registration Statement No. 333-239985).
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit
|
Description |
|
5.1 | Opinion of Cooley LLP | |
104 | Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document |
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.
UBER TECHNOLOGIES, INC. | ||||||
Date: January 20, 2021 | By: |
/s/ Dara Khosrowshahi |
||||
Dara Khosrowshahi | ||||||
Chief Executive Officer |
Exhibit 5.1
David G. Peinsipp
+1 415 693 2177
dpeinsipp@cooley.com
January 20, 2021
Uber Technologies, Inc.
1515 3rd Street
San Francisco, California 94158
Ladies and Gentlemen:
You have requested our opinion, as counsel to Uber Technologies, Inc., a Delaware corporation (the Company), with respect to certain matters in connection with the offering of 504,925 shares of its common stock, par value $0.00001 (the Common Stock), to be sold by certain selling stockholders (the Selling Stockholder Shares) as described in the Prospectus (each as defined below), pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-239985) (the Registration Statement), filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), the prospectus included in the Registration Statement (the Base Prospectus), and the prospectus supplement, dated January 20, 2021, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the Base Prospectus, the Prospectus).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus Supplement, (b) the Companys Certificate of Incorporation and Bylaws, each as currently in effect and in effect at the time of the issuance of the Shares, and (c) originals, or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies thereof; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than by the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed solely with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares have been validly issued and are fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption Legal Matters in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP | ||
By: |
/s/ David G. Peinsipp |
|
David G. Peinsipp |
Cooley LLP 101 California Street, 5th Floor, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com