424B3 1 sofiform8-k412022.htm 424B3 Document

Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-263277
Prospectus Supplement No. 1
(To Prospectus dated March 15, 2022)

sofilogoa.jpg
501,910,240 SHARES OF COMMON STOCK
3,234,000 SHARES OF SERIES 1 PREFERRED STOCK
12,170,990 WARRANTS TO PURCHASE SHARES OF COMMON STOCK
AND
12,170,990 SHARES OF COMMON STOCK UNDERLYING WARRANTS

This prospectus supplement updates, amends and supplements the prospectus dated March 15, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263277). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained or incorporated by reference in our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2022, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
SoFi Technologies, Inc.’s common stock is quoted on the Nasdaq Global Select Market under the symbol “SOFI”. On April 5, 2022, the closing price of our common stock was $9.12.
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 15 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is April 6, 2022




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): April 1, 2022
SoFi Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
001-39606
(Commission
File Number)
98-1547291
(I.R.S. Employer
Identification No.)
234 1st Street
San Francisco, California
94105
(Address of principal executive offices)(Zip Code)
(855) 456-7634
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K 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 classTrading Symbol(s)Name of each exchange
on which registered
Common stock, $0.0001 par value per shareSOFIThe 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. ☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director not Standing for Election

On April 1, 2022, Mr. Michel Combes and Mr. Carlos Medeiros notified the Board of Directors of SoFi Technologies, Inc. ("SoFi") that they have decided not to stand for re-election as directors of SoFi. Both Mr. Combes and Mr. Medeiros are expected to continue as directors until the expiration of their respective terms at the SoFi 2022 annual shareholders meeting. The decisions of Mr. Combes and Mr. Medeiros were not the result of any disagreement with SoFi on any matter relating to the operations, policies or practices of SoFi.
In connection with the decisions of Mr. Combes and Mr. Medeiros not to stand for re-election as directors of SoFi, on April 1, 2022, Delaware Project 10 L.L.C., an affiliate of Softbank Group Corp., notified SoFi of its waiver of its and its affiliates’ rights to designate three nominees to the Board of Directors of SoFi, including one independent nominee, under Sections 3.3(a) and 3.4(a) of that certain Shareholders’ Agreement, dated May 28, 2021, by and among SoFi, SCH Sponsor V, LLC, and certain former shareholders of Social Finance, Inc. identified on the signature pages thereto (the "Shareholders' Agreement").

Director Resignation

On April 5, 2022, Mr. Clay Wilkes notified the Board of Directors of SoFi of his resignation from service as a director of SoFi, effective immediately. The resignation of Mr. Wilkes was not the result of any disagreement with SoFi on any matter relating to the operations, policies or practices of SoFi.
In connection with Mr. Wilkes’ resignation, on April 5, 2022, Red Crow Capital, LLC notified SoFi of its waiver of its rights to designate two nominees to the Board of Directors of SoFi pursuant to the Shareholders' Agreement.

On April 6, 2022, SoFi issued a press release relating to the matters described in Item 5.02. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the inline XBRL document)

1

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SoFi Technologies, Inc.
Date: April 6, 2022
By:/s/ Christopher Lapointe
Name:Christopher Lapointe
Title:Chief Financial Officer