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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): July 6, 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 Stock Market LLC |
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 8.01 Other Events.
On July 6, 2026, Figure Technology Solutions, Inc. (“the Company”)
issued a press release announcing the launch of a private offering, subject to market and other customary conditions, of $600 million
in aggregate principal amount of senior notes due 2031 (the “Notes”). A copy of the press release is attached hereto as Exhibit
99.1, which is incorporated herein by reference.
The Company intends to use the net proceeds from this offering to fund
the cash consideration payable in connection with its previously announced acquisition of Kiavi, Inc. (the “Kiavi Acquisition”),
for general corporate purposes and to pay fees and expenses related to this offering. The completion of this offering is not conditioned
on the completion of the Kiavi Acquisition. If the Kiavi Acquisition is not completed, the net proceeds from this offering will be used
for general corporate purposes.
This Current Report on Form 8-K and the press release attached hereto
as Exhibit 99.1 do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer,
solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will
not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless
so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Document Description |
| |
|
|
| 99.1 |
|
Press release announcing the notes offering, dated July 6, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Caution Regarding Forward-Looking Statements
Certain information contained or incorporated by reference in this
Current Report on Form 8-K constitutes forward-looking statements for purposes of the safe harbor provisions under the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations,
intentions, projections, developments, future events, performance, underlying assumptions and other statements that are other than statements
of historical fact. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,”
“expects,” “estimates,” “projects,” “forecasts,” “may,” “assume,”
“intend,” “will,” “continue,” “opportunity,” “predict,” “potential,”
“future,” “likely,” “target,” “indicate,” “would,” “could,” “should”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied
by such words. Such statements reflect management’s current expectations based on factors currently known but are subject to risks
and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but
are not limited to, risks and uncertainties relating to the offering of the Notes, the anticipated use of the proceeds therefrom, the
completion of the Kiavi Acquisition, satisfaction of the conditions to the Kiavi Acquisition, receipt of required governmental and regulatory
approvals, availability of financing, integration of Kiavi, realization of anticipated benefits, synergies and projected metrics, and
the risks discussed in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K and other
documents filed by the Company with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which
they are made and, except to the extent required by applicable securities laws, the Company undertakes no obligation to update or revise
any forward-looking statements.
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: July 6, 2026 |
By: |
/s/ Michael Tannenbaum |
| |
|
Michael Tannenbaum |
| |
|
Chief Executive Officer and Director |
Exhibit 99.1
Figure
Technology Solutions Announces Private Offering of Senior Notes
NEW
YORK, June 6, 2026 (GLOBE NEWSWIRE) -- Figure Technology Solutions, Inc. (“Figure,” Nasdaq: FIGR; OPEN: FGRS), the leading
blockchain-native capital marketplace for the origination, funding, sale and trading of tokenized assets, today announced that it intends
to offer, subject to market and other conditions, $600 million aggregate principal amount of senior notes (the “Notes”) in
a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”).
Figure
intends to use the net proceeds from the Notes offering to fund the cash consideration payable in connection with the acquisition of
Kiavi, an AI-powered lending platform for residential real estate investors (the “Kiavi Acquisition”), for general corporate
purposes, and to pay fees and expenses related to the Notes offering. The completion of the offering of the Notes is not conditioned
on the completion of the Kiavi Acquisition. If the Kiavi Acquisition is not completed, the net proceeds from the Notes offering will
be used for general corporate purposes.
The
Notes will be guaranteed, on a joint and several basis, by certain of Figure’s domestic wholly-owned subsidiaries. Consummation
of the offering of the Notes is subject to market and other conditions, and there can be no assurance that Figure will be able to successfully
complete this transaction on the terms described above, or at all.
The
Notes will not be registered under the Securities Act, or any state securities laws. The Notes may not be offered or sold in the United
States absent an effective registration statement or an applicable exemption from registration requirements under the Securities Act
and applicable state securities laws. Accordingly, the Notes will be offered only (A) to persons reasonably believed to be “qualified
institutional buyers” under Rule 144A of the Securities Act or (B) outside the United States to non-U.S. persons in compliance
with Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
About
Figure Technology Solutions, Inc.
Figure
Technology Solutions, Inc. (Nasdaq: FIGR; OPEN: FGRS) is a blockchain-native capital marketplace that seamlessly connects origination,
funding, and secondary market activity. More than 380 partners use its loan origination system and capital marketplace. Collectively,
Figure and its partners have originated over $25 billion of home equity to date, among other products, making Figure’s ecosystem
the largest non-bank provider of HELOCs. The fastest growing components are Figure Connect, its consumer credit marketplace, and Democratized
Prime, Figure’s on-chain decentralized lending marketplace. Figure's ecosystem also includes DART (Digital Asset Registry Technology)
for asset custody and lien perfection, and $YLDS, an SEC-registered yield-bearing stablecoin that is issued by a tokenized face-amount
certificate company, which is a type of registered investment company.
Figure
is the market leader in real-world asset tokenization. The company has received AAA ratings from S&P and Moody’s on multiple
loan securitizations, the first of its kind for blockchain finance.
Forward-Looking
Statements
This
press release contains forward looking statements, including statements related to the Notes offering described above. These statements
are not historical facts but rather are based on Figure’s current expectations and projections regarding its business, operations
and other factors relating thereto. Words such as “may,” “will,” “would,” “should,” “predict,”
“expects” and similar expressions are used to identify these forward-looking statements. These statements involve known and
unknown risks, uncertainties and other important factors that may cause Figure’s actual results, performance or achievements to
be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Important factors that could cause such differences include, but are not limited to: risks related to Figure’s business, financial
condition, results of operations and liquidity; Figure’s ability to maintain, expand and enter into relationships with partners,
customers, loan purchasers, financing sources and other market participants; Figure’s ability to develop, commercialize and achieve
market acceptance of new products and services; the development, adoption and regulation of blockchain technology, digital assets and
related markets; ability to maintain required licenses and regulatory approvals and comply with applicable laws and regulations; Figure’s
access to funding, warehouse facilities, securitization markets and other financing sources; and risks related to the pending Kiavi Acquisition,
including the timing and completion of the Kiavi Acquisition, satisfaction of closing conditions, receipt of required governmental and
regulatory approvals, availability of financing, potential termination of the merger agreement, integration of Kiavi and realization
of anticipated benefits, synergies and projected metrics. The foregoing factors, along with other risks and uncertainties that could
cause actual results to differ materially from those expressed or implied in forward-looking statements, are described in greater detail
under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in Figure’s Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item
1A of, or elsewhere in, Figure’s Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K filed with the SEC,
available free of charge on the SEC’s website at: www.sec.gov. Figure’s forward-looking statements speak only as of the date
made, and it undertakes no obligation, other than as required by applicable law, to update or revise any forward-looking statements,
whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.
Contact
press@figure.com
investors@figure.com
