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): August 9, 2023
Blend Labs, Inc.
(Exact name of Registrant, as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-40599 | | 45-5211045 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
415 Kearny Street
San Francisco, California 94108
(Address of principal executive offices, including zip code)
(650) 550-4810
(Registrant's telephone number, including area code)
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(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value of $0.00001 per share | | BLND | | New York Stock Exchange |
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 2.02 Results of Operations and Financial Condition
On August 9, 2023, Blend Labs, Inc. (the “Company” or “Blend”) issued a press release announcing its financial results for the second fiscal quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.05 Costs Associated with Exit or Disposal Activities
On August 9, 2023, Blend committed to a fifth workforce reduction plan (the “August 2023 Plan”) in addition to the workforce reduction plans disclosed on January 10, 2023, November 9, 2022, August 15, 2022 and April 18, 2022. The August 2023 Plan further streamlines the Company’s title operations, as well as its corporate operations in research and development, sales and marketing, and general and administrative functions.
The August 2023 Plan includes the elimination of approximately 150 current positions, or approximately 19% of the Company’s current onshore workforce, and approximately 20 vacancies across the Company. The Company estimates that it will incur approximately $7.2 million in charges in connection with the August 2023 Plan, consisting of cash expenditures for severance payments, employee benefits, payroll taxes and related facilitation costs. The Company expects that execution of the August 2023 Plan, including cash payments, will be substantially complete in the third quarter of 2023. The eliminated positions represent annualized compensation expenses of approximately $33 million.
The Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the implementation of the August 2023 Plan. The Company intends to exclude the charges associated with the August 2023 Plan from its non-GAAP financial measures, including non-GAAP gross profit, non-GAAP operating expenses, non-GAAP loss from operations, non-GAAP net loss, and non-GAAP basic net loss per share.
Item 2.05 of 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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may relate to, but are not limited to, the number of positions affected by the August 2023 Plan, and the estimated charges associated with, and the time frame for completion of the August 2023 Plan, and the estimates of annualized compensation expense for positions eliminated in connection with the August 2023 Plan, as well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terminology that concern Blend’s expectations, strategy, plans or intentions. You should not put undue reliance on any forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which such performance or results will be achieved, if at all.
Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith beliefs and assumptions as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include the possibility that: there are impediments to our ability to execute the August 2023 Plan or related initiatives as currently contemplated; the actual charges in implementing the August 2023 Plan or related initiatives are higher than anticipated; there are changes to the assumptions on which the estimated charges associated with the August 2023 Plan or related initiatives are based; we are unable to achieve projected cost savings in connection with the August 2023 Plan or related initiatives; there are unintended consequences from the August 2023 Plan or related initiatives that impact our business; events impacting the mortgage industry and the larger financial services industry adversely affect our business, which is substantially dependent on revenue from the financial services industry; increases in market interest rates, unfavorable conditions in the global economy and financial services industry, or reductions in technology spending adversely affect our business, financial condition and results of operations; we fail to retain our existing customers or to acquire new customers in a cost-effective manner; our customers fail to maintain their utilization of our products and services; our relationships with any of our key customers is terminated or the level of business with them significantly reduced over time; we are unable to compete in highly competitive markets; we are unable to manage our growth; we are unable to make accurate predictions about our future performance due to our limited operating history in an evolving industry; we are unable to successfully integrate or realize the benefits of our acquisition of Title365. Further information on these risks and other factors are set forth in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2023, and June 30, 2023, respectively. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in Item 2.05 of this Current Report may not
occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. These factors could cause actual results, performance, or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in Item 2.05 of this Current Report. Except as required by law, Blend does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 9, 2023, the Board of Directors of Blend approved the appointment of Oxana Tkach as the Company’s Controller and principal accounting officer. Amir Jafari, the Company’s Head of Finance and Administration, who has been serving as principal financial officer and principal accounting officer, will continue serving as the Company’s principal financial officer.
Ms. Tkach, 40, has served as the Financial Reporting and Technical Accounting Lead at Blend since May 2021. Ms. Tkach previously served as the Senior Director of SEC Reporting and Technical Accounting for EVO Payments, Inc, a global merchant acquirer and payment processor, from 2019 to 2021. From 2016 until 2019, Ms. Tkach served as Principal and Senior Principal of Corporate Accounting at CA Technologies, Inc., a multinational enterprise software development company. Ms. Tkach started her career in 2009 at Deloitte LLP, and served companies spanning manufacturing, aerospace, energy, hospitality, real estate, and media and entertainment industries until 2016. Ms. Tkach received a B.S. from Montclair State University.
There are no arrangements or understandings between Ms. Tkach and any other persons pursuant to which she was selected as Controller and principal accounting officer. There are no family relationships between Ms. Tkach and any director or executive officer of the Company and Ms. Tkach has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Ms. Tkach’s appointment as Controller and principal accounting officer, the Company entered into an employment offer letter (the “Tkach Offer Letter”) with Ms. Tkach setting forth the terms of her employment and compensation. In accordance with the Tkach Offer Letter, Ms. Tkach will receive a base salary of $300,000 per year. In addition, subject to Ms. Tkach’s continued employment with the Company, Ms. Tkach will receive an award of restricted stock units of 400,000 shares of the Company’s Class A common stock, with the restricted stock units subject to such award vesting in equal quarterly installments over the next 48 months of continuous service.
The Company intends to enter into its standard form of indemnification agreement with Ms. Tkach. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to its registration statement on Form S-1, as amended, filed with the Securities and Exchange Commission on July 6, 2021.
Item 7.01 Regulation FD Disclosure
On August 9, 2023, Blend posted supplemental investor materials on the investor relations section of its website (investor.blend.com). Blend announces material information to the public about Blend, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, webcasts, the investor relations section of its website (investor.blend.com), its blog (blend.com/blog) and its X (formerly Twitter) account (@blendlabsinc) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto 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, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
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| | Blend Labs, Inc. |
| Date: August 9, 2023 | | |
| | By: | /s/ Amir Jafari |
| | Name: | Amir Jafari |
| | Title: | Head of Finance (Principal Financial Officer) |
