Offerpad Solutions Inc. 8-K

What Happened
Offerpad Solutions Inc. announced on January 11, 2026 that it entered into a securities purchase agreement to sell 10,000,000 shares of its Class A common stock at $1.80 per share for gross proceeds of $18.0 million. The offering is being completed under an effective Form S-3 shelf registration and is expected to close on January 13, 2026, subject to customary closing conditions. The company also engaged A.G.P./Alliance Global Partners as exclusive placement agent.

Key Details

• 10,000,000 shares of Class A common stock to be sold at $1.80 per share for $18.0 million in gross proceeds.
• Placement agent fee: 5.0% of gross proceeds; placement agent legal expense reimbursement capped at $50,000.
• Company agreed to a 60-day restriction after closing on issuing additional common stock or entering variable rate transactions, subject to limited exceptions.
• Purchase Agreement and Placement Agreement contain customary representations, covenants and indemnities; legal opinion from Latham & Watkins LLP was filed as Exhibit 5.1.

Why It Matters
This transaction raises immediate liquidity for Offerpad by bringing in $18.0 million before fees and expenses. Issuing 10 million shares will increase the company’s outstanding share count and therefore dilute existing shareholders proportionally. The placement agent fee and reimbursement will reduce net proceeds, and the 60-day issuance restriction limits near-term additional equity raises. Investors should watch for the closing on or about January 13, 2026 and any subsequent disclosures about use of proceeds or updates to capitalization.