Item 7.01 Regulation FD Disclosure.
On
In addition, SoFi provided supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. A copy of the investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SoFi under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Cautionary Statement Forward-Looking Statements
This communication contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of SoFi and Technisys, the expected timing of completion of the transaction and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks and uncertainties. These forward-looking statements are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "opportunity", "future", "strategy", "might", "plan", "possible", "potential", "predict", "project", "should", "strive", "would", "will be", "will continue", "will likely result" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Factors that could cause actual results to differ materially from those
contemplated by these forward-looking statements include: the effect and
uncertainties related to the COVID-19 pandemic (including any government
responses thereto); SoFi's ability to achieve and maintain profitability in the
future; the impact on SoFi's business of the regulatory environment and
complexities with compliance related to such environment; SoFi's ability to
respond to general economic conditions; SoFi's ability to manage its growth
effectively and its expectations regarding the development and expansion of its
business; SoFi's ability to access sources of capital, including debt financing
and other sources of capital to finance operations and growth; the success of
SoFi's continued investments in its Financial Services segment and in its
business generally; the success of SoFi's marketing efforts and its ability to
expand its member base; SoFi's ability to maintain its leadership position in
certain categories of its business and to grow market share in existing markets
or any new markets it may enter; SoFi's ability to develop new products,
features and functionality that are competitive and meet market needs; SoFi's
ability to realize the benefits of its strategy, including what SoFi refers to
as its
1
--------------------------------------------------------------------------------
result of the impact of, or problems arising from, integration or as a result of
changes in the economic or market environments and competitive factors; the
possibility that the transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; diversion of
management's attention from ongoing business operations and opportunities;
potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the
transaction; the dilution caused by SoFi's issuance of additional shares of its
capital stock in connection with the transaction; and other factors that may
affect the future results of SoFi and Technisys. Additional factors that could
cause results to differ materially from those described above can be found in
SoFi's Quarterly Report on Form 10-Q for the quarterly period ended
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither SoFi nor Technisys assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release ofSoFi Technologies, Inc. , datedFebruary 22, 2022 99.2 Investor Presentation ofSoFi Technologies, Inc. , datedFebruary 22, 2022 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 2
--------------------------------------------------------------------------------
© Edgar Online, source