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): July 21, 2024
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (312 ) 212-8079
Not Applicable
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
value per share | ||||||||
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 8.01 Other Events.
On July 21, 2024, OppFi Inc., a Delaware corporation (the “Company”), determined that the 25,500,000 earnout Class A common units (the “Earnout Units”) of Opportunity Financial, LLC (“Opportunity Financial”) issued pursuant to the Business Combination Agreement, dated February 9, 2021, by and among the Company, Opportunity Financial, OppFi Shares, LLC ("OFS") and the representative of the members of Opportunity Financial (the “Business Combination Agreement”), were not earned pursuant to the earnout provisions of the Business Combination Agreement on or prior to the third (3rd) year anniversary of the closing date of the Company’s business combination. Accordingly, on such date the Earnout Units were forfeited, for no consideration, by the holders thereof to Opportunity Financial and the 25,500,000 shares of Class V common stock, par value $0.0001 per share, of the Company associated with the Earnout Units were forfeited, for no consideration, by OFS to the Company.
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.
| OPPFI INC. | ||||||||
| Date: July 23, 2024 | By: | /s/ Pamela D. Johnson | ||||||
| Pamela D. Johnson | ||||||||
| Chief Financial Officer | ||||||||