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): January 31, 2012
| LendingClub Corporation |
(Exact name of registrant as specified in its charter)
| Delaware | 333-151827 | 51-0605731 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 71 Stevenson St, Suite 300, San Francisco CA 94105 |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (415) 632.5666
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 1.01 Entry into a Material Definitive Agreement
On January 31, 2012 pursuant to its Series D Preferred Stock Purchase Agreement dated July 28, 2011, as amended (“Purchase Agreement”), LendingClub Corporation (“LendingClub”) sold an additional 1,881,430 shares of its Series D Preferred Stock, par value $0.01 per share (“Shares”), for additional aggregate gross proceeds of approximately $6.7 million. LendingClub sold the Shares pursuant to an exemption from registration provided by Rule 506 of Regulation D promulgated under the Securities Act of 1933; all investors were “accredited investors” (as defined under Rule 501 of Regulation D) and LendingClub made no general solicitation for the sale of the Shares. The Shares are convertible into shares of LendingClub common stock, par value $0.01 per share, on a one-for-one basis, as adjusted from time to time pursuant to the anti-dilution provisions of the LendingClub certificate of incorporation. The composition of the Company’s Board of Directors did not change as a result of this additional closing.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 is hereby incorporated by reference. No underwriting discounts or commissions were paid in connection with the additional sale of Shares.
Item 8.01 Other Information.
In connection with its additional sale of Shares, registrant amended its certificate of incorporation, to reflect an increase in the authorized shares of common stock and Series D Preferred Stock.
The Certificate of Amendment to the registrant’s Amended and Restated Certificate of Incorporation, dated January 31, 2012, is filed as an exhibit to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment, dated January 31, 2012. | |
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.
| LendingClub Corporation | ||||||
| February 2, 2012 |
By: | /s/ Carrie Dolan | ||||
| Carrie Dolan | ||||||
| Chief Financial Officer | ||||||
| (duly authorized officer) | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment, dated January 31, 2012 | |
Exhibit 3.1
LENDINGCLUB CORPORATION
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That the Board of Directors of LendingClub Corporation (the “Board”) approved and adopted the following resolution by written consent on January 30, 2012.
RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated by changing the Article IV subsection A. and B. so that, as amended and restated, such Article shall read as follows:
“A. The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is 158,046,088 shares, 100,000,000 of which shall be Common Stock (the “Common Stock”), and 58,046,088 of which shall be Preferred Stock (the “Preferred Stock”). The Preferred Stock shall have a par value of $0.01 per share and the Common Stock shall have a par value of $0.01 per share.
B. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by the affirmative vote of the holders of a majority of the Preferred Stock and Common Stock of the Company (voting together as a single class on an as-converted to Common Stock basis).
C. 17,006,275 of the authorized shares of Preferred Stock are hereby designated “Series A Preferred Stock” (the “Series A Preferred”).
D. 16,410,526 of the authorized shares of Preferred Stock are hereby designated “Series B Preferred Stock” (the “Series B Preferred”).
E. 15,621,609 of the authorized shares of Preferred Stock are hereby designated “Series C Preferred Stock” (the “Series C Preferred”).
F. 9,007,678 of the authorized shares of Preferred Stock are hereby designated “Series D Preferred Stock” (the “Series D Preferred”).
G. The rights, preferences, privileges, restrictions and other matters relating to the Series A Preferred, the Series B Preferred, Series C Preferred, Series D Preferred Stock and the Common Stock are as follows:”
SECOND: That thereafter, pursuant to resolution of the Board, the written consent of the stockholders of the corporation solicited in accordance with Section 228 of the General Corporation Law of the State of Delaware pursuant to which the necessary number of shares, as required by statute, was voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, LENDINGCLUB CORPORATION has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its President this 31st day of January, 2012.
| LENDINGCLUB CORPORATION | ||
| By: | /s/ Renaud Laplanche | |
| Renaud Laplanche, President | ||