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

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.)

370 Convention Way, Redwood City, California		94063
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 482.5233

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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 April 14, 2010, LendingClub Corporation (“LendingClub”) sold 15,621,609 shares of its Series C Preferred Stock, par value $0.01 per share (“Shares”) for aggregate gross proceeds to LendingClub of approximately $24.5 million (“Series C Financing”), pursuant to a Series C Preferred Stock Purchase Agreement dated April 14, 2010 (“Purchase Agreement”). 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 in the Series C Financing 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.

In connection with the Series C Financing, LendingClub also entered into an Amended and Restated Investor Rights Agreement dated April 14, 2010 (“Rights Agreement”) pursuant to which the Company granted the Series C Financing investors customary registration rights, information rights and rights of first refusal to future issuances of LendingClub’s securities. LendingClub also entered into an Amended and Restated Voting Agreement dated April 14, 2010 (“Voting Agreement”) pursuant to which the investors and other stockholders of LendingClub agreed to vote their respective shares of LendingClub capital stock in agreed upon manners regarding the voting for members of the LendingClub Board of Directors and the approval of a sale of LendingClub. Finally, LendingClub, Renaud Laplanche and holders of shares of LendingClub preferred stock entered into an Amended and Restated Right of First Refusal and Co-Sale Agreement dated April 14, 2010 (“Co-Sale Agreement”) pursuant to which Mr. Laplanche and future holders of common stock (or options to acquire common stock) who hold more than 1% of the capitalization of LendingClub on a fully-diluted as converted to common stock basis (either a “Key Holder”), if a Key Holder wishes to sell shares of LendingClub common stock to a third party, must first offer such shares to the Company and holders of preferred stock that are parties the Co-Sale Agreement, and in some circumstances, the preferred stockholders have the right to sell their shares of preferred stock to the third party. The Purchase Agreement, Rights Agreement, Voting Agreement and Co-Sale Agreement are filed as exhibits to this report.

Foundation Capital IV, L.P. (and its affiliates) was the lead investor in the Series C Financing. Canaan Partners VII L.P. (“Canaan”), Norwest Venture Partners X, LP (“NVP”), Morgenthaler Ventures IX, L.P. (“Morgenthaler”) also purchased Shares in the Series C Financing. Daniel Ciporin a Member/Manager of Canaan, Jeffrey Crowe, a General Partner of NVP, and Rebecca Lynn, a Principal of Morgenthaler, are members of the LendingClub Board of Directors. The composition of the Company’s Board of Directors did not change as a result of the Series C Financing.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in the first paragraph of Item 1.01 is hereby incorporated by reference. No underwriting discounts or commissions were paid in connection with the Series C Financing.

Item 8.01 Other Information.

In connection with its April 14, 2010 sale of Series C Preferred Stock, registrant amended and restated its certificate of incorporation, to reflect the rights, preferences and privileges of the Series C Preferred Stock, increase the number of authorized shares of common stock, and decrease the authorized number of Series A Preferred Stock and Series B Preferred Stock. The Amended and Restated Certificate of Incorporation, dated April 14, 2010, is filed as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.				Description
	3.1			Amended and Restated Certificate of Incorporation, dated April 14, 2010
	99.1			Series C Preferred Stock Purchase Agreement, dated April 14, 2010
	99.2			Amended and Restated Investor Rights Agreement, dated April 14, 2010
	99.3			Amended and Restated Voting Agreement, dated April 14, 2010
	99.4			Amended and Restated Right of First Refusal and Co-Sale Agreement, dated April 14, 2010

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.

Exhibit Index

Exhibit No.				Description
	3.1			Amended and Restated Certificate of Incorporation (Exhibit B to the Purchase Agreement)
	99.1			Series C Preferred Stock Purchase Agreement, dated April 14, 2010
	99.2			Amended and Restated Investor Rights Agreement, dated April 14, 2010 (Exhibit D to the Purchase Agreement)
	99.3			Amended and Restated Voting Agreement, dated April 14, 2010 (Exhibit F to the Purchase Agreement)
	99.4			Amended and Restated Right of First Refusal and Co-Sale Agreement, dated April 14, 2010 (Exhibit E to the Purchase Agreement)