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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): June 10, 2026
Figure
Technology Solutions, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42829 |
|
99-2556408 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
100
West Liberty Street, Suite 600
Reno,
Nevada |
|
89501 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (917) 789-8049
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:
| ☐ |
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 |
|
Name
of each exchange on which registered |
| Class
A Common Stock, par value $0.0001 per share |
|
FIGR |
|
The
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
1.01 Entry into a Material Definitive Agreement.
Merger
Agreement
On
June 10, 2026, Figure Technology Solutions, Inc., a Nevada corporation (the “Company”), entered into
an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Project Mason Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Kiavi, Inc., a Delaware
corporation (“Kiavi”), and Fortis Advisors LLC, in its capacity as the lawful and exclusive representative,
agent, proxy, and attorney-in-fact (with full power of substitution) for and on behalf of the securityholders of Kiavi, pursuant to which,
subject to the terms and conditions set forth therein, Merger Sub will merge with and into Kiavi (the “Merger”),
with Kiavi surviving such Merger as a wholly owned subsidiary of the Company. Capitalized terms used herein but not otherwise defined
shall have the meanings ascribed to such terms in the Merger Agreement.
Under
the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the Transaction (the “Closing”),
the Company will pay to Kiavi equityholders an aggregate $532,426,000 million in cash, subject to certain customary adjustments
specified in the Merger Agreement, including for Kiavi’s cash, indebtedness, transaction expenses, operating net working capital
and warehouse working capital.
The
obligation of Kiavi and the Company to consummate the transactions contemplated by the Merger Agreement is subject to the satisfaction
or waiver of a number of customary conditions, including: (i) the approval and adoption of the Merger Agreement by a supermajority of
the holders of the Kiavi equityholders; (ii) the absence of laws or orders that make the consummation of the Merger illegal or otherwise
prohibiting the consummation of the Merger; (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended; (iv) the representations and warranties of Kiavi and the Company being true and correct,
subject to the materiality standards contained in the Merger Agreement, and Kiavi and the Company having complied in all material respects
with their respective obligations under the Merger Agreement; and (v) the absence of a material adverse effect on Kiavi.
In
addition, the obligation of the Company to consummate the Merger is subject to the satisfaction or waiver of certain additional conditions,
including the completion of a pre-closing restructuring, the contemporaneous closing of the sale of a subsidiary of Kiavi to a newly
formed joint venture between the Company and a third party and obtaining certain governmental and regulatory licenses and approvals.
The
Merger Agreement contains representations, warranties and covenants that are customary for a transaction of this nature.
The
Merger Agreement contains mutual termination rights for Kiavi and the Company, including (i) if the Merger is not completed by the earlier
of (A) the date on which the United States Federal Trade Commission or the United States Department of Justice issues a Second Request
in connection with any HSR Act Filing submitted in connection with the transactions contemplated by the Merger Agreement and (B) November
30, 2026 (the “End Date”); (ii) if a governmental entity of competent jurisdiction has entered a final and
permanent judgment or order that enjoins or prohibits the consummation of the Merger or the completion of a contemplated pre-closing
restructuring of Kiavi or denied certain regulatory license application; (iii) if the agreement governing the required sale of certain
assets is terminated pursuant to its terms or is otherwise no longer in full force and effect; or (iv) if the other party breaches its
representations, warranties or covenants under the Merger Agreement in a way that would result in a failure of its condition to closing
being satisfied (subject to certain procedures and cure periods). The Merger Agreement also contains a termination right for the Company
if Kiavi has not delivered the Requisite Stockholder Consent to the Company prior to a date specified in the Merger Agreement.
Under
the Merger Agreement, the Company will be required to pay a termination fee to Kiavi equal to $25,000,000 if the Merger Agreement is
terminated by the Company due to the Merger not being consummated by the End Date or due to the termination of the agreement governing
the required sale of certain assets, if, at the time of such termination, the condition related to the obtaining of certain regulatory
licenses has not been satisfied or waived, but, other than the condition that the sale of certain assets have occurred, all other conditions
to the closing as specified in the Merger Agreement have been satisfied or waived (or are capable of being satisfied as of the Closing).
The
foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Financing
Commitments
In
connection with, and concurrently with the entry into the Merger Agreement, the Company entered into a commitment letter with Bank of
America, N.A., BofA Securities, Inc. and Barclays Bank PLC, pursuant to which Bank of America, N.A. and Barclays Bank PLC have committed,
subject to the satisfaction of customary conditions, to provide the Company with a 364-day bridge loan facility in an amount not to exceed
$600 million (the “Facility”), a copy of which is attached hereto as Exhibit 10.1. The Company intends to finance
the cash portion of the Merger Consideration and related fees and expenses through one or more capital markets transactions, subject
to market conditions and other factors, and, only to the extent necessary, borrowings under the Facility.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed Merger, the expected
timing of the completion of the Merger, the satisfaction of closing conditions, the Company’s plans with respect to financing the
transaction, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current
expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or
implied by such forward-looking statements, including, but not limited to: (i) the risk that the Merger may not be completed in a timely
manner or at all; (ii) the failure to satisfy the conditions to the consummation of the Merger, including the receipt of certain governmental
and regulatory approvals; (iii) the risk that the financing necessary to consummate the Merger may not be obtained on favorable terms
or at all; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;
and (v) other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. The Company
does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Item 9.01
Financial Statements and Exhibits.
(d)
The following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 2.1
|
|
Agreement and Plan of Merger, dated as of June 10, 2026, by and among Figure Technology Solutions, Inc., Project Mason Merger Sub, Inc., Kiavi, Inc. and Fortis Advisors LLC |
| 10.1 |
|
Bridge Commitment Letter, dated as of June 10, 2026 by and among Figure Technology Solutions, Inc., Bank of America, N.A., BofA Securities, Inc. and Barclays Bank PLC |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| |
FIGURE
TECHNOLOGY SOLUTIONS, INC. |
| |
|
|
| Date:
June 10, 2026 |
By: |
/s/
Michael Tannenbaum |
| |
|
Michael
Tannenbaum |
| |
|
Chief
Executive Officer and Director |
