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): February 1, 2010
Prosper
Marketplace, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-147019
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73-1733867
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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111
Sutter Street, 22nd Floor
San Francisco,
CA
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94104
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (415) 593-5400
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Not
applicable
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(Former
name or former address if changed since last
report.)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01.
Entry into a Material Definitive Agreement.
On
February 1, 2010, Prosper Marketplace, Inc. (“Prosper”) entered into a Note and
Warrant Purchase Agreement (the “Purchase Agreement”) with certain of its
existing investors, pursuant to which, Prosper issued and sold to such investors
a series of Convertible Promissory Notes (each, a “Note” and, collectively, the
“Notes”), dated as of February 1, 2010, in the aggregate principal amount of
$2,000,000. The Note purchasers (each, a “Note Purchaser” and,
collectively, the “Note Purchasers”) are as follows: Accel IX L.P. and certain
of its affiliates (collectively, the “Accel Investors”); Benchmark Capital
Partners V, L.P.; Agilus Ventures IV, Limited Partnership, and certain of its
affiliates (collectively, the “Agilus Investors”); Meritech Capital Partners
III, L.P., and certain of its affiliates; DAG Ventures I-N, LLC and certain of
its affiliates; and Omidyar Network Fund LLC. Interest on the Notes accrues at a
per annum rate of 15.0%. All principal and accrued interest under the
Notes are due in a single payment on April 1, 2010 (the “Maturity
Date”). If, prior to the Maturity Date, Prosper consummates a
preferred stock financing for an aggregate purchase price of $5,000,000 or more,
each Note Purchaser will have an option to have its Note paid in full or
converted into shares of the preferred stock sold pursuant to such financing at
the per share purchase price for such financing. Prosper’s
obligations under the Notes are unsecured.
Prior to
entering into the Purchase Agreement, there was no material relationship between
Prosper and any of the Note Purchasers except to the extent that each Note
Purchaser participated in Prosper’s previous equity financings in April 21,
2005, February 6, 2006 and June 15, 2007. In addition, the following members of
Prosper’s Board of Directors are affiliated with one of the Note Purchasers:
James W. Breyer is a partner of Accel Ventures, which is an affiliate of the
Accel Investors; Robert C. Kagle is the general partner of Benchmark Capital,
which is an affiliate of Benchmark Capital Partners V, L.P.; and Lawrence W.
Cheng is the managing partner of Volition Capital, LLC, which manages the
existing U.S. portfolio of the Agilus Investors under a sub-advisory
agreement.
In
connection with the Purchase Agreement, Prosper issued to the Note Purchasers
fully vested warrants to purchase an aggregate of 328,356 shares of Prosper’s
Common Stock at an exercise price of $0.56 per share (collectively, the
“Warrants”).
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 is hereby incorporated by
reference.
Item 3.02
Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 is hereby incorporated by reference. No
underwriting discounts or commissions were paid in connection with the Notes and
the Warrants. The Notes and the Warrants were sold in reliance on the exemption
from the registration requirements of the Securities Act set forth in
Section 4(2) of the Securities Act relative to sales by an issuer not
involving any public offering.
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.
| Prosper Marketplace, Inc. | ||
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Date:
February 3, 2010
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By:
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/s/
Kirk T. Inglis
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Kirk
T. Inglis
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Chief
Financial Officer and Chief Operating Officer
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