Item 7.01. Regulation FD Disclosure.
On August 4, 2022, Opendoor Technologies Inc. (the “Company”) announced a
multi-year agreement (the “Agreement”) with Zillow, Inc. (“Zillow”), as provided
in the press release furnished as Exhibit 99.1 to this Current Report on
Form 8-K. The Agreement allows home sellers on the Zillow platform to request an
offer directly from the Company and has an initial five-year term.
The information contained in Item 7.01 of this Current Report on Form 8-K
(including Exhibit 99.1) 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 it 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 a filing
Item 8.01. Other Events.
In connection with the Agreement, the Company issued to Zillow a warrant
representing the right to purchase up to 6 million shares of the Company’s
common stock, which will vest in tranches for resale services with respect to
homes that qualify for a referral fee under the Agreement. The exercise price
per tranche of warrant shares will equal the 30-day trailing volume weighted
average price prior to the vesting date, subject to a floor of $15.00 per share
and a cap of $30.00 per share.
The warrant is attached hereto as Exhibit 99.2 and is incorporated herein by
reference to such exhibit. The foregoing description of the warrant does not
purport to be complete and is qualified in its entirety by reference to such
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits. Exhibit No. Description 99.1 Press Release issued by Opendoor Technologies Inc. on August 4, 2022 99.2 Warrant dated July 28, 2022 104 Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document) 2
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