As filed with the Securities and Exchange Commission on September 12, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SoFi Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 98-1547291 (I.R.S. Employer Identification Number) |
234 1st Street
San Francisco, California 94105
(855) 456-7634
(Address of Principal Executive Offices)
Amended and Restated 2021 Stock Option and Incentive Plan
(Full title of the plan)
Christopher Lapointe
Chief Financial Officer
SoFi Technologies, Inc.
234 1st Street
San Francisco, California 94105
(855) 456-7634
(Name, address and telephone number of agent for service)
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| Copies to: |
Benjamin K. Marsh, Esq. Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 813-8800 | Robert Lavet General Counsel and Secretary SoFi Technologies, Inc. 234 1st Street San Francisco, California 94105 (855) 456-7634 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | 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 7(a)(2)(B) of the Securities Act. ☐
Part I
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 41,407,723 shares of SoFi Technologies, Inc.’s (the “Registrant”) Common Stock, $0.0001 par value per share (“Stock”) under the Registrant’s Amended and Restated 2021 Stock Option and Incentive Plan (the “Plan”). On January 1, 2022, the number of shares of Stock authorized for issuance as awards under the 2021 Stock Option and Incentive Plan (“Original Plan”) was increased by 8,937,242 shares. On July 12, 2022, the stockholders of the Registrant approved the Plan, which included a modification to the evergreen provision under the Original Plan and an increase in the number of shares of Stock available for issuance under the Original Plan by 32,470,481 shares.
In accordance with General Instruction E to Form S-8, except for Item 8 “Exhibits”, this Registration Statement incorporates by reference the content of the previous Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on August 6, 2021 (File No. 333-258531). The securities registered by this Registration Statement are of the same class as the other securities for which the previous Registration Statement was filed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:
•The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on March 1, 2022, as amended by Amendment No. 1 to Annual Report on Form 10-K, filed with the Commission on May 2, 2022; •The Registrant's Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the Commission on May 10, 2022, and for the quarter ended June 30, 2022, filed with the Commission on August 9, 2022; •The Registrant’s Current Reports on Form 8-K filed with the Commission on January 19, 2022, February 2, 2022, February 24, 2022, March 3, 2022, April 6, 2022 and July 14, 2022; and •The description of the Registrant’s Stock contained in Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on March 1, 2022, together with any amendment or report filed with the Commission for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and deemed to be part hereof from the date of filing of such documents. Unless specifically stated to the contrary, none of the information that the Registrant discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K or 8-K/A that it may from time to time furnish to the Commission or any other document or information deemed to have been furnished and not filed with the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.
Item 8. Exhibits.
EXHIBIT INDEX
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| Exhibit No. | Description | Form | File Number | Date of Filing | Exhibit Number Reference |
| | 8-K | 001-39606 | June 4, 2021 | 3.1 |
| | 8-K | 001-39606 | June 4, 2021 | 3.2 |
| | S-4/A | 333-252009 | February 10, 2021 | 4.6 |
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| | 10-Q | 001-39606 | August 9, 2022 | 10.1 |
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_______________
+ Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 12th day of September, 2022.
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| SOFI TECHNOLOGIES, INC. |
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| By: | /s/ Christopher Lapointe |
| Name: | Christopher Lapointe |
| Title: | Chief Financial Officer |
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby constitutes and appoints each of Anthony Noto and Christopher Lapointe as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below and on September 12, 2022.
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| Name | | Title |
| | |
| /s/ Anthony Noto | | Chief Executive Officer and Director Principal Executive Officer |
| Anthony Noto | |
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| /s/ Christopher Lapointe | | Chief Financial Officer Principal Financial Officer and Principal Accounting Officer |
| Christopher Lapointe | |
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| /s/ Tom Hutton | | Chairman of the Board of Directors |
| Tom Hutton | |
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| /s/ Steven Freiberg | | Vice Chairman of the Board of Directors |
| Steven Freiberg | |
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| /s/ Ahmed Al-Hammadi | | Director |
| Ahmed Al-Hammadi | |
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| /s/ Ruzwana Bashir | | Director |
| Ruzwana Bashir | |
| | |
| /s/ Michael Bingle | | Director |
| Michael Bingle | |
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| /s/ Richard Costolo | | Director |
| Richard Costolo | |
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| /s/ Clara Liang | | Director |
| Clara Liang | |
| | |
| /s/ Harvey Schwartz | | Director |
| Harvey Schwartz | |
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| /s/ Magdalena Yeşil | | Director |
| Magdalena Yeşil | |
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
SoFi Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | | Proposed Maximum Offering Price Per Unit | | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Fees to Be Paid | Equity | Common stock, $0.0001 par value per share | Other | 41,407,723 | (2) | $ | 5.68 | | (3) | $ | 235,195,867 | | $ | 0.0000927 | | $ | 21,802.66 | |
| | Total Offering Amounts | | | | | | $ | 235,195,867 | | | $ | 21,802.66 | |
| | Total Fees Previously Paid | | | | | | — | | | — | |
| | Total Fee Offsets | | | | | | — | | | — | |
| | Net Fee Due | | | | | | $ | 235,195,867 | | | $ | 21,802.66 | |
(1)Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)Represents 41,407,723 additional shares of common stock, $0.0001 par value per share (the “Stock”) that were added to the shares authorized for issuance under the Amended and Restated 2021 Stock Option and Incentive Plan (the “Plan”), which are in addition to shares of Stock previously registered in connection with the Plan on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 6, 2021.
(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act, based upon the average of the high and low selling prices of common stock on September 6, 2022, as reported on the Nasdaq Global Select Market.
Exhibit 5.1
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| | Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.com +1 212 813 8800 |
September 12, 2022
SoFi Technologies, Inc.
234 1st Street
San Francisco, CA 94105
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 41,407,723 shares (the “Shares”) of common stock, $0.0001 par value per share (“Common Stock”), of SoFi Technologies, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s Amended and Restated 2021 Stock Option and Incentive Plan (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law. For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP
