UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October ~~April 3~~5, ~~2015~~2022

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

(415) 593-5400

(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 ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.14a-12)~~:

☐Title ~~Pre-commencement~~of ~~communications~~each ~~pursuant~~class toTrading ~~Rule 14d-2~~Symbol(bs) ~~under~~Name ~~the~~of ~~Exchange~~each ~~Act~~exchange ~~(17~~on ~~CFR~~which ~~240.14d-2(b))~~registered None None None

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~13e~~12b-~~4(c~~2 of this chapter)).

~~Item~~Emerging ~~4.02(a)~~growth ~~Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.~~company ☐

OnIf ~~April~~an 3,emerging ~~2015~~growth company, ~~the~~indicate ~~Audit~~by ~~Committee~~check ofmark if the ~~Board~~registrant ofhas ~~Directors~~elected ofnot ~~Prosper~~to ~~Marketplace,~~use ~~Inc. (~~the ~~“Audit~~extended ~~Committee”)~~transition ~~and~~period ~~the~~for ~~Board~~complying ofwith ~~Directors~~any ofnew ~~Prosper~~or revised ~~Funding LLC (the “PFL Board”) concluded that the consolidated~~ financial ~~statements and related reports of their predecessor independent registered public~~ accounting ~~firms~~standards ~~included~~provided ~~within~~pursuant ~~the~~to ~~Prosper~~Section ~~Marketplace, Inc.~~ 13(~~“PMI”~~a) ~~and Prosper Funding LLC (“PFL”, and collectively with PMI “Prosper” or the “Company”) Annual Reports on Form 10-K as~~ of ~~and for~~ the ~~fiscal~~Exchange ~~years~~Act. ended December 31, 2013 and December 31, 2012 for PMI and as of and for the fiscal year ended December 31, 2013 for PFL, and the condensed consolidated financial statements presented in the Company’s Quarterly Reports on Form 10-Q for the previously mentioned fiscal years and as of and for the quarterly periods ended September 30, 2014, June 30, 2014 and March 31, 2014 should no longer be relied upon and should be restated due to the following errors:☐

1)ITEM Restricted cash and an associated liability for such cash held on behalf of investors was previously not recorded on PMI’s consolidated balance sheets of approximately $36 million and $18 million as of December 31, 2013 and 2012, respectively1. ~~Restricted~~01 ~~cash~~– ~~and~~Entry aninto ~~associated~~a ~~liability~~Material ~~for~~Definitive ~~such cash held on behalf of investors was previously not recorded on PFL’s consolidated balance sheets of approximately $36 million as of December 31, 2013;~~Agreement.

2)On AsOctober ~~convertible~~5, ~~preferred~~2022, ~~stockholders~~Prosper ~~are~~Funding ~~entitled~~LLC to(“Prosper Funding”) ~~receive~~and ~~liquidation~~WebBank, ~~preference~~an ~~upon~~FDIC-insured, aUtah-chartered ~~change~~industrial inbank ~~control transaction~~(“WebBank”), ~~the~~entered ~~Convertible~~into ~~Preferred~~a ~~Stock~~Sixth Amendment ~~should have been classified as temporary equity. We expect~~ (the ~~classification~~“Amendment”) ~~error between permanent and temporary stockholders’ equity on PMI’s consolidated balance sheets~~ to bethe ~~approximately~~Asset ~~$45~~Sale ~~million~~Agreement, ~~and~~dated ~~$80~~July ~~million~~1, as2016, ofbetween ~~December~~Prosper ~~31,~~Funding ~~2013~~ and ~~2012, respectively;~~WebBank.

3)The ~~Various~~Amendment ~~other~~amends ~~corrections~~a inprocess ~~the~~for ~~Company’s~~identifying ~~consolidated~~certain consumer ~~statements~~loans ~~cash~~(“Select ~~flows.~~Loans”) ~~Changes~~that inare ~~certain~~not ~~Restricted~~initially ~~Cash~~offered ~~balances~~for ~~related~~sale toby ~~investing~~WebBank ~~activities~~to ~~totaling~~Prosper ~~approximately~~Funding $7unless ~~million~~Prosper Funding ~~were~~so ~~inappropriately~~elects ~~classified~~and asWebBank ~~changes~~agrees into ~~cash~~sell ~~flows~~such ~~from~~Select ~~operating~~Loans, ~~activities~~in ~~rather~~which ~~than~~case ~~changes~~WebBank inis ~~cash~~obligated ~~flows~~to ~~from~~pay ~~investing~~Prosper ~~activities for~~Funding ~~the~~a ~~year~~monthly ~~ended~~success fee ~~December~~with ~~31, 2013.~~respect ~~Additionally,~~to ~~cash~~the ~~flows~~purchased ~~from~~Select ~~the~~Loans. ~~principal~~The ~~payments~~Amendment ~~and~~makes ~~proceeds~~the ~~from~~following ~~sale~~updates ~~related~~with respect to ~~Borrower~~Select Loans: ~~held~~(i) ~~for~~provides ~~sale~~that, in ofcertain ~~approximately~~circumstances, $3Prosper ~~million~~Funding ~~were~~may ~~inappropriately~~be ~~classified~~required ~~within~~to ~~cash~~pay ~~flows~~WebBank ~~from~~an ~~investing~~additional ~~activities~~fee ~~rather~~with ~~than~~respect ~~cash~~to ~~flows~~the ~~from~~Select ~~operating~~Loans; ~~activities for~~(ii) ~~the~~sets forth ~~year~~amendments ~~ended~~to ~~December~~certain ~~31, 2013.~~defined ~~Finally,~~terms ~~approximately~~and ~~$16~~adds ~~million~~additional ~~and~~defined $9terms, ~~million~~including ofan update to the ~~change~~“Select inLoan ~~fair~~Maximum” definition; ~~value~~(iii) ofadds ~~Borrower~~an ~~Loans~~agreement ~~and~~that ~~Notes~~Prosper ~~was~~Funding ~~inappropriately~~purchase ~~reflected~~certain asSelect aLoans ~~cash~~within ~~flow~~a ~~from~~specified ~~investing~~period and ~~financing~~provides ~~activities,~~WebBank with ~~rather~~related ~~than~~rights anand ~~adjustment~~remedies toif ~~reconcile~~the ~~net~~foregoing ~~income~~does tonot ~~net~~occur ~~cash~~and ~~used~~(iv) revises the time period in ~~operating~~which ~~activities~~WebBank ~~for~~or ~~the~~Prosper ~~years~~Funding may ~~ended~~terminate ~~December~~the ~~31,~~designation ~~2013~~of ~~and~~additional ~~2012,~~Select ~~respectively~~Loans.

AsThe ~~part~~foregoing description of the ~~restatement~~Amendment ~~process,~~does ~~the~~not purport ~~Company is continuing~~ to ~~assess~~be ~~the~~complete ~~estimated adjustments identified above~~ and ~~will~~is ~~assess~~qualified ~~any~~in ~~other~~its ~~potential~~entirety ~~items~~by ~~for~~reference ~~correction as needed. The Company is working diligently~~ to ~~complete~~ the ~~restatement~~full text of the ~~relevant~~Amendment, ~~financial~~which ~~statements~~is ~~and~~filed ~~to file the corrected financial statements,~~ as ~~appropriate, with~~an ~~the~~exhibit ~~Securities~~ hereto and ~~Exchange~~is ~~Commission~~incorporated asherein ~~soon~~by ~~as practicable~~reference.

~~The~~ITEM ~~Audit~~9.01 ~~Committee and the PFL Board have discussed the matters disclosed in this Form 8~~-K ~~pursuant~~Financial toStatements ~~this Item 4.02(a) with the Company’s predecessor~~ and ~~successor independent registered public accounting firms~~Exhibits.

In(d) the quarter ended September 30, 2014, management previously disclosed a determination that the Company has a material weakness in its internal control over financial reporting. As a result of such material weakness, management determined that its disclosure controls and procedures were not effective as of September 30, 2014. Management will update its assessment of its internal control over financial reporting and of its disclosure controls and procedures as of December 31, 2014 in the Form 10-K for the year ended December 31, 2014.Exhibits

SIGNATURE

Exhibit No.		Description
10.1*		Sixth Amendment to Asset Sale Agreement, dated October 5, 2022, between Prosper Funding LLC and WebBank.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Pursuant~~* toCertain ~~the~~confidential ~~requirements~~information ofcontained ~~the~~in ~~Securities~~this ~~Exchange~~exhibit, ~~Act~~market ~~of 1934~~by brackets, ~~the~~has ~~registrants~~been ~~have~~omitted ~~duly~~because ~~caused~~the ~~this~~information ~~report~~(i) tois benot ~~signed~~material onand ~~their~~(ii) ~~behalf~~would bybe ~~the~~competitively ~~undersigned~~harmful ~~hereunto~~if ~~duly authorized~~disclosed.

	Prosper Marketplace, Inc.
Date: April 3, 2015	By	/s/ Sachin Adarkar
		Sachin Adarkar
		General Counsel & Secretary

SIGNATURE

	Prosper Funding LLC
Date: April 3, 2015	By	/s/ Sachin Adarkar
		Sachin Adarkar
		Secretary

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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