UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 4, 2024, Dave Inc. (the “Company”) entered into a purchase and sale agreement (the “Purchase Agreement”), pursuant to which the Company agreed to purchase a convertible promissory note in the original principal amount of $100.0 million previously issued by the Company to FTX Ventures Ltd. (“FTX”) on March 21, 2022 (the “Note”) for consideration of $71.0 million in cash, subject to adjustments pursuant to certain events specified in the Purchase Agreement (the “Transaction”). FTX is currently a debtor in chapter 11 proceedings commenced in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) and filed a motion for approval of the Purchase Agreement, which is scheduled to be heard at a hearing on January 25, 2024. The closing of the Transaction is conditioned upon the Bankruptcy Court’s approval of the Purchase Agreement and upon FTX not entering into an alternative transaction for the sale of the Note.
A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to such exhibit.
| Item 7.01 | Regulation FD Disclosure. |
On January 5, 2024, the Company issued a press release regarding the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01 and in the press release attached hereto as Exhibit 99.1 is being 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 the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such document.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Purchase and Sale Agreement, dated January 4, 2024, by and between Dave Inc. and FTX Ventures Ltd. | |
| 99.1 | Press Release dated January 5, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
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.
| Date: January 5, 2024 | Dave Inc. | |||||
| By: | /s/ Kyle Beilman | |||||
| Name: | Kyle Beilman | |||||
| Title: | Chief Financial Officer | |||||