Item 8.01. Other Events.
On September 14, 2021, Opendoor Technologies Inc. (the "Company") entered into
an underwriting agreement (the "Underwriting Agreement") with Citigroup Global
Markets Inc. (the "Underwriter"), and SVF Excalibur (Cayman) Limited (the
"Selling Stockholder"), relating to the public offering (the "Offering") by the
Selling Stockholder of 28,000,000 shares of its common stock of the Company, par
value $0.0001 per share (the "Common Stock"), and a 30-day option granted to the
Underwriter to purchase up to an additional 4,200,000 shares of Common Stock
from the Selling Stockholder, at a price to the public of $16.69 per share. On
September 16, 2021, the Offering of 28,000,000 shares of Common Stock by the
Selling Stockholder to the Underwriter was completed. On September 16, 2021, the
Underwriter exercised in full its option to purchase additional shares, and on
September 17, 2021, the Offering of an additional 4,200,000 shares of Common
Stock by the Selling Stockholder to the Underwriter was completed.
The shares of Common Stock in the Offering were offered on a prospectus
supplement, which amended and supplemented the prospectus dated March 12, 2021,
which forms a part of the Company's Registration Statement on Form S-1
(Registration No. 333-251529), as previously supplemented by the prospectus
supplements filed by us on March 18, 2021, April 2, 2021, July 30, 2021, August
11, 2021, August 16, 2021, August 18, 2021 and August 24, 2021. The Company did
not receive any proceeds from the Offering.
The Underwriting Agreement contains customary representations, warranties,
covenants and closing conditions. It also provides for customary indemnification
by each of the Company, the Selling Stockholder and the Underwriter against
certain liabilities and customary contribution provisions in respect of those
The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated
herein by reference. The foregoing description of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by reference to
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated as of September 14, 2021, by and
among Opendoor Technologies Inc., Citigroup Global Markets Inc., as
underwriter, and the selling stockholder named therein.
104 Cover Page Interactive Data File (Cover page XBRL tags are embedded
within the Inline XBRL document)
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