Better Home & Finance Holding Company filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$BETR
Finance: Consumer Services
Finance
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): August 16, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
| (Address of principal executive offices) (Zip Code) | ||||||||||||||
(415 ) 523-8837
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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(s) | Name of each exchange on which registered | ||||||||||||
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 3.03 Material Modification to Rights of Security Holders.
In connection with the Reverse Stock Split (as defined below), and pursuant to the terms of the Warrant Agreement, dated as of March 3, 2021 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, as amended by the Assignment, Assumption and Amendment Agreement, dated as of August 22, 2023 (the “Assignment, Assumption and Amendment Agreement”), by and among the Company, Continental and Computershare Inc. and its affiliate Computershare Trust Company, N.A. (collectively, “Computershare”), pursuant to which Computershare assumed the role of the warrant agent, the exercise and redemption terms of the Company’s issued and outstanding public warrants (the “Public Warrants”) and private placement warrants (together with the Public Warrants, the “Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), were adjusted such that (i) the number of shares of Class A Common Stock issuable upon exercise of each Warrant was adjusted in proportion to the decrease in the outstanding Class A Common Stock effected by the Reverse Stock Split by dividing such number of shares of Class A Common Stock by 50.00, provided, however, that if any holder of Warrants would be entitled, upon the exercise of such Warrants after the effectiveness of the Reverse Stock Split, to receive a fractional interest in a share of Class A Common Stock, the Company will, upon such exercise, round down to the nearest whole number of shares of Class A Common Stock to be issued to such holder; and (ii) the Warrant Price (as defined in the Warrant Agreement) of each Warrant immediately prior to effectiveness of the Reverse Stock Split was adjusted by multiplying such Warrant Price by 50.00. The Company does not intend to amend the terms of the Warrant Agreement to reflect the corresponding adjustments as a result of the Reverse Stock Split.
The foregoing description of the Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the Warrant Agreement, which was originally filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 24, 2021 and is incorporated herein by reference and the Assignment, Assumption and Assumption Agreement, which was originally filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 28, 2023 and is incorporated herein by reference. In addition, to the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 16, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware, effecting its previously-announced 1-for-50 reverse stock split of the Company’s common stock (the “Reverse Stock Split”) and permitting officer exculpation to the extent permitted by Delaware law. The Company’s Class A Common Stock began trading on a split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”) upon the market open on August 19, 2024, under the existing ticker symbol “BETR” with a new CUSIP number, which is 08774B508. The Company’s public warrants continue to trade on Nasdaq under the ticker symbol “BETRW” with the same CUSIP number.
As previously disclosed, on June 4, 2024, at the 2024 annual meeting of stockholders of the Company, the stockholders approved amendments to the Certificate of Incorporation to effect one or more reverse stock splits of the Company’s common stock at a ratio ranging from any whole number between 1-for-2 and 1-for-100 and in the aggregate not more than 1-for-100, inclusive, as determined by the Board of Directors of the Company (the “Board”) and to permit officer exculpation to the extent permitted by Delaware law. On August 1, 2024, the Board set a reverse stock split ratio of 1-for-50.
The foregoing description does not purport to be complete and is qualified by reference to the Certificate of Amendment, which is incorporated by reference herein and which is attached to this Current Report on Form 8-K as Exhibit 3.1.
Item 7.01 Regulation FD Disclosure.
On August 19, 2024, the Company issued a press release announcing the completion of the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
The information set forth in Items 3.03 and 5.03 is incorporated by reference.
Effective August 19, 2024, as a result of the Reverse Stock Split, every 50 shares of the Company’s issued and outstanding common stock were converted into one issued and outstanding share of Class A Common Stock, Class B common stock, par value $0.0001 per share (“Class B Common Stock”), and Class C common stock, par value $0.0001 per share (“Class C Common Stock”), as applicable, without any change to the par value per share, the voting rights of the common stock, any stockholder’s percentage interest in the Company’s equity (subject to the effects of fractional shares) or any other aspect of the Company’s common stock. This reduced the number of the Company’s outstanding Class A Common Stock from 424,783,460 shares to 8,497,010 shares, outstanding Class B Common Stock from 259,770,986 shares to 5,194,080 shares and outstanding Class C Common Stock from 71,877,283 shares to 1,437,545 shares. No fractional shares were issued in connection with the reverse stock split. Stockholders who would have otherwise held a fractional share of the Company’s common stock following the Reverse Stock Split received a pro rata portion of cash proceeds from the aggregation and sale of all fractional shares by the exchange agent. Stockholders are not required to take any action to exchange their shares.
The Description of Securities attached hereto as Exhibit 4.1 is filed for the purposes of updating the description of the Company’s securities as a result of the Certificate of Amendment to the Certificate of Incorporation described above in Item 5.03. The Description of Securities modifies and supersedes any prior description of the securities of the Company in any registration statement or report filed with the Commission and will be available for incorporation by reference into certain of the Company’s filings with the Commission pursuant to the Securities Act, the Exchange Act, and the rules and forms promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |||||||
| 3.1 | ||||||||
| 4.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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.
| BETTER HOME & FINANCE HOLDING COMPANY | ||||||||
| Date: August 19, 2024 | By: | /s/Paula Tuffin | ||||||
| Name: | Paula Tuffin | |||||||
| Title: | General Counsel, Chief Compliance Officer and Secretary | |||||||