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): ~~October~~February 528, ~~2022~~2024

Prosper Funding LLC	Prosper Marketplace, Inc.
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
333-225797	0001416265
45-4526070	73-1733867
(I.R.S. Employer Identification Number)	(I.R.S. Employer Identification Number)

Delaware

(State or other jurisdiction of incorporation or organization)

6199

(Primary Standard Industrial Classification Code Number)

221 Main Street, 3rd Floor

San Francisco, CA 94105

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Registrant’s telephone number, including area code: (415) 593-5400

Not applicable.

(Former name or former address if changed since last report.)

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
None		None		None

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 1.01 – Entry into a Material Definitive Agreement.

On ~~October~~February 528, ~~2022~~2024, Prosper ~~Funding~~Marketplace, ~~LLC~~Inc. (“~~Prosper~~PMI”) and Prosper Funding LLC (“PFL” and, together with PMI, the “Registrants”), as applicable, and WebBank, an FDIC-insured, Utah-chartered industrial bank (“WebBank”), entered into: (i) a ~~Sixth~~ Seventh Amendment (the “Sale Agreement Amendment”) to the Asset Sale Agreement, dated July 1, 2016, between ~~Prosper~~PFL ~~Funding~~and WebBank (the “Sale Agreement”); (ii) a Seventh Amendment (the “Marketing Agreement Amendment”) to the Marketing Agreement, dated July 1, 2016, between PMI and WebBank (the “Marketing Agreement”); and (iii) a Fourth Amendment (the “Purchase Agreement Amendment”) to the Stand By Purchase Agreement, dated July 1, 2016, between PMI and WebBank (the “Purchase Agreement” and, collectively with the Sale Agreement and the Marketing Agreement, the “Origination and Sale Agreements”). The Sale Agreement Amendment, the Marketing Agreement Amendment, and the Purchase Agreement Amendment, collectively, are hereinafter referred to as the “Amendments.”

The ~~Amendment~~Origination ~~amends a process for identifying certain consumer loans (“Select Loans”) that are not initially offered for sale by WebBank to Prosper Funding unless Prosper Funding so elects~~ and ~~WebBank~~Sale ~~agrees to sell such Select Loans~~Agreements, inas ~~which~~amended ~~case WebBank is obligated~~ to ~~pay~~date, ~~Prosper~~set ~~Funding~~forth ~~a monthly success~~the ~~fee~~respective ~~with~~rights ~~respect~~and toobligations ~~the~~of ~~purchased Select Loans. The Amendment makes~~ the ~~following~~Registrants ~~updates~~and ~~with respect to Select Loans: (i) provides that, in certain circumstances, Prosper Funding may be required to pay~~ WebBank ~~an additional fee~~ with respect to the ~~Select~~origination ~~Loans; (ii) sets forth amendments to certain defined terms~~ and ~~adds~~sales ~~additional~~activities ~~defined~~for ~~terms,~~consumer ~~including an update to the “Select Loan Maximum”~~loans ~~definition;~~originated ~~(iii)~~on adds an agreement that Prosper Funding purchase certain Select Loans within a specified period and provides WebBank with related rights and remedies if the foregoing does not occur and (iv) revises the time period in which WebBank or ~~Prosper~~after ~~Funding may~~August ~~terminate~~1, ~~the designation of additional Select Loans~~2016.

The ~~foregoing~~Sale ~~description~~Agreement ofAmendment, among other things, extends the ~~Amendment~~term ~~does~~of ~~not~~the ~~purport~~Sale Agreement to beFebruary ~~complete~~1, 2027 and isreduces ~~qualified~~certain incollateral ~~its~~requirements ~~entirety~~under bythe ~~reference~~Sale toAgreement. ~~the~~The ~~full~~Marketing ~~text~~Agreement Amendment, among other things, extends the term of the ~~Amendment~~Marketing Agreement to February 1, ~~which~~2027, isrevises ~~filed~~the ascurrent anProgram ~~exhibit~~Threshold ~~hereto~~Amount (as defined in the Marketing Agreement Amendment) and isupdates ~~incorporated~~the ~~herein~~means by ~~reference~~which such amount may be modified from time to time. The Purchase Agreement Amendment reduces certain collateral requirements of PMI under the Purchase Agreement.

~~ITEM 9.01 - Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~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 No.	Description
	Prosper Marketplace, Inc.
10.1*	Sixth Amendment to Asset Sale Agreement, dated October 5, 2022, between Prosper Funding LLC and WebBank.
Date: March 5, 2024	By:	/s/ Edward R. Buell III
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
		Edward R. Buell III
		General Counsel and Secretary

* Certain confidential information contained in this exhibit, market by brackets, has been omitted because the information (i) is not material and (ii) would be competitively harmful if disclosed.

	Prosper Funding LLC

Date:March 5, 2024	By:	/s/ Edward R. Buell III
		Edward R. Buell III
		Secretary

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.
Date: October 11, 2022	By:	/s/ Edward R. Buell III
		Edward R. Buell III
		General Counsel and Secretary

	Prosper Funding LLC
Date: October 11, 2022	By:	/s/ Edward R. Buell III
		Edward R. Buell III
		Secretary

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