Opendoor Technologies Inc. — Capital/Financing Update 2021

Feb 11, 2021

8-K 1 tm216269d1_8k.htm FORM 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 11, 2021 (February 9, 2021)

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Opendoor Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39253	98-1515020
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

410 N. Scottsdale Road, Suite 1600

Tempe, Arizona 85281 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (415) 896-6737

(Former Name or Former Address, if Changed Since Last Report)

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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:

¨ 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	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	OPEN	Nasdaq Global Select Market
Warrants	OPENW	Nasdaq Global Select Market

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. ¨

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Item 8.01. Other Events.

On February 9, 2021, Opendoor Technologies Inc. (the “Company”) completed an underwritten public offering (the “Offering”) of 28,536,888 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”), dated February 4, 2021, with Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters named therein. On February 9, 2021, the Representatives exercised in full the option granted to them in the Underwriting Agreement to purchase up to 4,280,533 additional shares (the “Option Shares”) of Common Stock, and the sale of the Option Shares was completed on February 11, 2021. In total, including the Firm Shares and the Option Shares, the Company sold 32,817,421 shares of its Common Stock at a public offering price of $27.00 per share for a total offering size of approximately $886.1 million.

The shares of Common Stock in the Offering were offered on a prospectus filed as part of the Registration Statement on Form S-1 (Commission File No. 333-252666), which was declared effective by the Securities and Exchange Commission on February 4, 2021, as amended by the Registration Statement on Form S-1 (Commission File No. 333-252748), filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, on February 4, 2021. The Company received aggregate proceeds from the Offering of approximately $859.5 million (net of underwriting discounts and commissions).

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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.

/s/ Carrie Wheeler
Carrie Wheeler
Chief Financial Officer

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