424B3

 

PROSPECTUS SUPPLEMENT NO. 12

(to Prospectus dated April 13, 2022)

Filed Pursuant to Rule 424(b)(3) Registration No. 333-262478

 

https://cdn.kscope.io/d671b380e54494d3797dc406b5caf452-img77928875_0.jpg 

Dave Inc.

Up to 9,998,756 Shares of Class A Stock

–————————

 

 

 

Up to 357,633 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 159,382 Warrants

This prospectus supplement supplements the prospectus dated April 13, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-262478). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly Report on Form 10-Q for the three months ended March 31, 2023 (the “Form 10-Q”), filed with the Securities and Exchange Commission on May 9, 2023. Accordingly, we have attached the Form 10-Q to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of up to (i) 10,356,391 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), which consists of up to (a) 656,247 shares of Class A Common Stock issued in a private placement pursuant to subscription agreements entered into on June 7, 2021, (b) 1,514,082 shares of Class A Common Stock that are issuable by us upon conversion of our Class V common stock, par value $0.0001 per share (the “Class V Common Stock”), (c) 168,515 shares of Class A Common Stock originally issued in a private placement to VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”) in connection with the initial public offering (the “IPO”) of our predecessor, VPC Impact Acquisition Holdings III, Inc. (“VPCC”), (d) 159,381 shares of Class A Common Stock that are issuable by us upon the exercise of 159,381 warrants originally issued in a private placement to the Sponsor in connection with the IPO at an exercise price of $368 per share of Class A Common Stock (the “Private Warrants”), (e) 198,254 shares of Class A Common Stock that are issuable by us upon the exercise of 198,254 warrants originally issued in connection with the IPO at an exercise price of $368 per share of Class A Common Stock that were previously registered (the “Public Warrants”), (f) 7,654,658 shares of Class A Common Stock issued upon consummation of our Business Combination (as defined in the Prospectus) and held by certain of our directors and officers and other holders of registration rights, and (g) 5,254 shares of Class A Common Stock underlying the options held by certain former employees of Dave Inc. prior to the Business Combination and (ii) up to 159,381 Private Warrants. The number of shares and prices in this paragraph have been adjusted to reflect the 1-for-32 reverse stock split which occurred on January 5, 2023.

Our Class A Common Stock and Public Warrants are listed on the Nasdaq Global Market (“Nasdaq”) under the symbols “DAVE” and “DAVEW”, respectively. On May 8, 2023 the closing sale price as reported on Nasdaq of our Class A Common Stock was $5.15 per share and of our Public Warrants was $0.0206 per warrant.

 

This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the Prospectus.

We are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, are subject to reduced public company reporting requirements.

 

 

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of material risks of investing in our securities in “Risk Factors” beginning on page 18 of our Annual Report on Form 10-K, filed on March 13, 2023.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is May 9, 2023.


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to _______

Commission file number: 001-40161

 

DAVE INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware

86-1481509

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1265 South Cochran Ave

Los Angeles, CA

90019

(Address of principal executive offices)

Zip Code

Registrant's telephone number, including area code: (844) 857-3283

 

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 $0.0001

DAVE

The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $368 per share

DAVEW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

 

As of May 1, 2023, there were 10,402,531 shares of Class A common stock, $0.0001 par value and 1,514,082 shares of Class V common stock, $0.0001 par value, issued and outstanding.

 

 


 

DAVE INC.

TABLE OF CONTENTS

 

 

 

Page

PART I.

FINANCIAL INFORMATION

1

 

 

 

Item 1.

Financial Statements (Unaudited)

1

 

Condensed Consolidated Balance Sheets

1

 

Condensed Consolidated Balance Sheets, Continued

2

 

Condensed Consolidated Statements of Operations

3

 

Condensed Consolidated Statements of Comprehensive Loss

4

 

Condensed Consolidated Statement of Stockholders’ Equity

5

 

Condensed Consolidated Statements of Cash Flows

6

 

Notes to Unaudited Condensed Consolidated Financial Statements

8

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

30

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

41

Item 4.

Controls and Procedures

42

 

 

 

PART II.

OTHER INFORMATION

43

 

 

 

Item 1.

Legal Proceedings

43

Item 1A.

Risk Factors

43

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

43

Item 3.

Defaults Upon Senior Securities

43

Item 4.

Mine Safety Disclosures

43

Item 5.

Other Information

43

Item 6.

Exhibits

43

Signatures

 

45

 

 


 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q” or this “report”) 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”), that are forward looking and as such are not historical facts. All statements contained in this Form 10-Q other than statements of historical fact, including statements regarding our future results of operations, financial position, market size and opportunity, our business strategy and plans, the factors affecting our performance and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “can,” “expect,” “project,” “outlook,” “forecast,” “objective,” “plan,” “potential,” “seek,” “grow,” “target,” “if” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section titled “Risk Factors” set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2023 (the “Annual Report”). Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements contained in this Form 10-Q involve a number of judgments, risks and uncertainties, including, without limitation, risks related to:

the ability of Dave to compete in its highly competitive industry;

the ability of Dave to keep pace with the rapid technological developments in its industry and the larger financial services industry;

the ability of Dave to manage its growth as a public company;

the ability of Dave to protect intellectual property and trade secrets;

changes in applicable laws or regulations and extensive and evolving government regulations that impact operations and business;

the ability to attract or maintain a qualified workforce;

level of product service failures that could lead Dave members (“Members”) to use competitors’ services;

investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings;

the ability to maintain the listing of Dave Class A Common Stock on Nasdaq;

the effects of the COVID-19 pandemic, the Russia-Ukraine war or rising inflation on Dave’s business;

the possibility that Dave may be adversely affected by other economic, business, and/or competitive factors; and

other risks and uncertainties described in this Form 10-Q, including those described under Item 1A, “Risk Factors” of the Annual Report.

We caution you that the foregoing list of risks and uncertainties that may cause actual results to differ materially from those in the forward-looking statements may not be complete. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements and our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

Except as required by law, we do not intend to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.

 


 

This report contains estimates, projections and other information concerning our industry, our business and the markets for our products. We obtained the industry, market and similar data set forth in this report from our own internal estimates and research and from industry research, publications, surveys and studies conducted by third parties, including governmental agencies. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. While we believe that the data we use from third parties are reliable, we have not separately verified these data. You are cautioned not to give undue weight to any such information, projections and estimates.

As used in this report, the “Company,” “Dave,” “we,” “us,” “our” and similar terms refer Dave Inc. (f/k/a VPC Impact Acquisition Holdings III, Inc. (“VPCC”)) and its consolidated subsidiaries, unless otherwise noted or the context otherwise requires. “Business Combination” refers to the business combination pursuant we consummated on January 5, 2022 pursuant to the Agreement and Plan of Merger, dated as of June 7, 2021 among VPCC, Dave Inc., a Delaware corporation, and other entities.


 

 


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Dave Inc.

Condensed Consolidated Balance Sheets

(in thousands; except share data)

 

 

As of March 31,
2023

 

 

As of December 31,
2022

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

51,754

 

 

$

22,889

 

Marketable securities

 

34,423

 

 

 

285

 

Member advances, net of allowance for credit losses of $17,365 and $24,501 as of March 31, 2023 and December 31, 2022, respectively

 

80,161

 

 

 

104,183

 

Short-term investments

 

108,831

 

 

 

168,789

 

Prepaid income taxes

 

824

 

 

 

831

 

Prepaid expenses and other current assets

 

15,653

 

 

 

11,591

 

Total current assets

 

291,646

 

 

 

308,568

 

Property and equipment, net

 

1,249

 

 

 

1,026

 

Lease right-of-use assets (related-party of $672 and $735 as of March 31, 2023 and December 31, 2022, respectively)

 

672

 

 

 

735

 

Intangible assets, net

 

11,029

 

 

 

10,163

 

Debt facility commitment fee, long-term

 

59

 

 

 

75

 

Restricted cash

 

788

 

 

 

788

 

Other non-current assets

 

-

 

 

 

137

 

Total assets

$

305,443

 

 

$

321,492

 

Liabilities, and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

4,558

 

 

$

11,418

 

Accrued expenses

 

13,612

 

 

 

10,965

 

Lease liabilities, short-term (related-party of $265 and $273 as of March 31, 2023 and December 31, 2022, respectively)

 

265

 

 

 

273

 

Legal settlement accrual

 

3,701

 

 

 

9,450

 

Other current liabilities

 

4,182

 

 

 

4,311

 

Total current liabilities

 

26,318

 

 

 

36,417

 

Lease liabilities, long-term (related-party of $489 and $550 as of March 31, 2023 and December 31, 2022, respectively)

 

489

 

 

 

550

 

Debt facility, long-term

 

75,000

 

 

 

75,000

 

Convertible debt, long-term

 

103,087

 

 

 

102,325

 

Warrant and earnout liabilities

 

344

 

 

 

516

 

Other non-current liabilities

 

125

 

 

 

124

 

Total liabilities

$

205,363

 

 

$

214,932

 

Commitments and contingencies (Note 11)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, par value per share $0.0001, 10,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2023 and December 31, 2022

 

-

 

 

 

-

 

Class A common stock, par value per share $0.0001, 500,000,000 shares authorized; 10,402,531 and 10,334,220 shares issued at March 31, 2023 and December 31, 2022, respectively; 10,352,968 and 10,284,657 shares outstanding at March 31, 2023 and December 31, 2022, respectively;

 

1

 

 

 

1

 

Class V common stock, par value per share $0.0001, 100,000,000 shares authorized; 1,514,082 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively;

 

-

 

 

 

-

 

Additional paid-in capital

 

276,799

 

 

 

270,037

 

Accumulated other comprehensive loss

 

(892

)

 

 

(1,675

)

Accumulated deficit

 

(175,828

)

 

 

(161,803

)

Total stockholders’ equity

$

100,080

 

 

$

106,560

 

Total liabilities, and stockholders’ equity

$

305,443

 

 

$

321,492

 

 

See accompanying notes to the condensed consolidated financial statements.

 

 

 

 

1


 

Dave Inc.

Condensed Consolidated Balance Sheets, Continued

(in thousands)

 

The following table presents the assets and liabilities of a consolidated variable interest entity (“VIE”), which are included in the condensed consolidated balance sheets above. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of those obligations. All intercompany accounts have been eliminated.

 

 

 

As of March 31, 2023

 

 

As of December 31, 2022

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

33,919

 

 

$

12,030

 

Member advances, net of allowance for credit losses

 

 

55,627

 

 

 

71,545

 

Debt facility commitment fee, current

 

 

64

 

 

 

62

 

Debt facility commitment fee, long-term

 

 

44

 

 

 

75

 

Total assets

 

$

89,654

 

 

$

83,712

 

Liabilities

 

 

 

 

 

 

Accounts payable

 

 

2,121

 

 

 

531

 

Long-term debt facility

 

 

75,000

 

 

 

75,000

 

Total liabilities

 

$

77,121

 

 

$

75,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the condensed consolidated financial statements.

2


 

Dave Inc.

Condensed Consolidated Statements of Operations

(in thousands; except share data)

(unaudited)

 

 

 

For the Three Months Ended

 

 

 

March 31, 2023

 

 

March 31, 2022

 

Operating revenues:

 

 

 

 

 

 

Service based revenue, net

 

$

52,576

 

 

$

39,268

 

Transaction based revenue, net

 

 

6,352

 

 

 

3,283

 

Total operating revenues, net

 

 

58,928

 

 

 

42,551

 

Operating expenses:

 

 

 

 

 

 

Provision for credit losses

 

 

11,953

 

 

 

13,785

 

Processing and servicing costs

 

 

7,118

 

 

 

6,543

 

Advertising and marketing

 

 

9,471

 

 

 

12,204

 

Compensation and benefits

 

 

24,367

 

 

 

17,894

 

Other operating expenses

 

 

18,501

 

 

 

14,798

 

Total operating expenses

 

 

71,410

 

 

 

65,224

 

Other (income) expenses:

 

 

 

 

 

 

Interest income

 

 

(1,192

)

 

 

(13

)

Interest expense

 

 

2,898

 

 

 

1,555

 

Other strategic financing and transactional expenses

 

 

-

 

 

 

961

 

Changes in fair value of earnout liabilities

 

 

(25

)

 

 

(2,040

)

Changes in fair value of derivative asset on loans to stockholders

 

 

-

 

 

 

5,572

 

Changes in fair value of public and private warrant liabilities

 

 

(146

)

 

 

4,065

 

Total other expense, net

 

 

1,535

 

 

 

10,100

 

Net loss before provision for income taxes

 

 

(14,017

)

 

 

(32,773

)

Provision for income taxes

 

 

8

 

 

 

22

 

Net loss

 

$

(14,025

)

 

$

(32,795

)

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

    Basic

 

$

(1.19

)

 

$

(2.91

)

    Diluted

 

$

(1.19

)

 

$

(2.91

)

Weighted-average shares used to compute net loss per share

 

 

 

 

 

 

    Basic

 

 

11,815,448

 

 

 

11,259,025

 

    Diluted

 

 

11,815,448

 

 

 

11,259,025

 

 

 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

 

3


 

Dave Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)

 

 

 

For the Three Months Ended,

 

 

 

March 31, 2023

 

March 31, 2022

 

Net loss

 

$

(14,025

)

$

(32,795

)

Other comprehensive loss:

 

 

 

 

 

Unrealized gain on available-for-sale securities

 

 

783

 

 

-

 

Comprehensive loss

 

$

(13,242

)

$

(32,795

)

 

See accompanying notes to the condensed consolidated financial statements.

4


 

Dave Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(in thousands, except share data)

(unaudited)

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

Class V

 

Additional paid-in capital

Loans to stockholders

 

Treasury stock

 

Accumulated other comprehensive loss

 

Accumulated deficit

 

Total stockholders’ equity

 

 

Shares

 

Amount

 

 

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2023

 

10,284,657

 

$

1

 

 

 

1,514,082

 

$

-

 

$

270,037

 

 

$

-

 

$

-

 

$

(1,675

)

$

(161,803

)

$

106,560

 

Issuance of Class A common stock in connection with stock plans

 

68,311

 

 

-

 

 

 

-

 

 

-

 

 

1

 

 

 

-

 

 

-

 

 

-

 

-

 

 

1

 

Payment for fractional shares after reverse stock split

 

-

 

 

-

 

 

 

-

 

 

-

 

 

(13

)

 

 

-

 

 

-

 

 

-

 

-

 

 

(13

)

Stock-based compensation

 

-

 

 

-

 

 

 

-

 

 

-

 

 

6,774

 

 

 

-

 

 

-

 

 

-

 

-

 

 

6,774

 

Unrealized gain on available-for-sale securities

 

-

 

 

-

 

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

-

 

 

783

 

-

 

 

783

 

Net loss

 

-

 

 

-

 

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

-

 

 

-

 

 

(14,025

)

 

(14,025

)

Balance at March 31, 2023

 

10,352,968

 

$

1

 

 

 

1,514,082

 

$

-

 

$

276,799

 

 

$

-

 

$

-

 

$

(892

)

$

(175,828

)

$

100,080

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

Class V

 

Additional paid-in capital

Loans to stockholders

 

Treasury stock

 

Accumulated other comprehensive loss

 

Accumulated deficit

 

Total stockholders’ equity

 

 

Shares

 

Amount

 

 

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2022

 

9,283,010

 

$

1

 

 

 

1,514,082

 

$

-

 

$

86,830

 

 

$

(15,192

)

$

(5

)

$

-

 

$

(32,897

)

$

38,737

 

Issuance of Class A common stock in connection with stock plans

 

104,271

 

 

-

 

 

 

-

 

 

-

 

 

1,558

 

 

 

-

 

 

-

 

 

-

 

-

 

 

1,558

 

Issuance of Class A common stock pursuant to the PIPE financing

 

656,247

 

 

-

 

 

 

-

 

 

-

 

 

210,000

 

 

 

-

 

 

-

 

 

-

 

 

-

 

 

210,000

 

Issuance of Class A common stock pursuant to the Merger Agreement

 

211,415

 

 

-

 

 

 

-

 

 

-

 

 

(26,702

)

 

 

 

 

-

 

 

-

 

 

-

 

 

(26,702

)

Exercise of Series B-1 preferred stock warrants, net of settlement

 

14,087

 

 

-

 

 

 

-

 

 

-

 

 

3,365

 

 

 

-

 

 

-

 

 

-

 

 

-

 

 

3,365

 

Conversion of 2019 convertible notes and accrued interest to Class A common stock

 

7,040

 

 

-

 

 

 

-

 

 

-

 

 

720

 

 

 

-

 

 

-

 

 

-

 

 

-

 

 

720

 

Repurchase of Class A common stock

 

(6,203

)

 

-

 

 

 

-

 

 

-

 

 

(1,588

)

 

 

-

 

 

5

 

 

-

 

 

-

 

 

(1,583

)

Exercise of warrant for Class A common stock

 

3

 

 

-

 

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

Stockholder loans interest

 

-

 

 

-

 

 

 

-

 

 

-

 

 

-

 

 

 

(12

)

 

-

 

 

-

 

 

-

 

 

(12

)

Exercise of derivative asset and paydown of stockholder loans

 

(187,945

)

 

-

 

 

 

-

 

 

-

 

 

(44,885

)

 

 

15,204

 

 

-

 

 

-

 

 

-

 

 

(29,681

)

Stock-based compensation

 

-

 

 

-

 

 

 

-

 

 

-

 

 

3,190

 

 

 

-

 

 

-

 

 

-

 

-

 

 

3,190

 

Net loss

 

-

 

 

-

 

 

 

-

 

 

-

 

-

 

 

 

-

 

 

-

 

 

-

 

 

(32,795

)

 

(32,795

)

Balance at March 31, 2022

 

10,081,925

 

$

1

 

 

 

1,514,082

 

$

-

 

$

232,488

 

 

$

-

 

$

-

 

$

-

 

$

(65,692

)

$

166,797

 

 

See accompanying notes to the condensed consolidated financial statements.

5


 

Dave Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

For the Three Months Ended March 31,

 

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

Net loss

 

$

(14,025

)

 

$

(32,795

)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,200

 

 

 

1,158

 

 

Provision for credit losses

 

 

11,953

 

 

 

13,785

 

 

Changes in fair value of derivative asset on loans to stockholders

 

 

-

 

 

 

5,572

 

 

Changes in fair value of earnout liabilities

 

 

(25

)

 

 

(2,040

)

 

Changes in fair value of warrant liabilities

 

 

(146

)

 

 

4,065

 

 

Stock-based compensation

 

 

6,774

 

 

 

3,190

 

 

Non-cash interest

 

 

759

 

 

 

(63

)

 

Non-cash lease expense

 

 

(6

)

 

 

(23

)

 

Changes in fair value of marketable securities and short-term investments

 

 

440

 

 

 

76

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Member advances, service based revenue

 

 

216

 

 

 

(1,618

)

 

Prepaid income taxes

 

 

7

 

 

 

22

 

 

Prepaid expenses and other current assets

 

 

(4,061

)

 

 

(4,847

)

 

Accounts payable

 

 

(6,891

)

 

 

2,489

 

 

Accrued expenses

 

 

2,617

 

 

 

(1,039

)

 

Legal settlement accrual

 

 

(5,749

)

 

 

-

 

 

Other current liabilities

 

 

(129

)

 

 

(125

)

 

Other non-current liabilities

 

 

-

 

 

 

(321

)

 

Other non-current assets

 

 

137

 

 

 

2

 

 

Net cash used in operating activities

 

 

(6,929

)

 

 

(12,512

)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

Payments for internally developed software costs

 

 

(1,946

)

 

 

(2,258

)

 

Purchase of property and equipment

 

 

(264

)

 

 

(228

)

 

Net disbursements and collections of Member advances

 

 

11,853

 

 

 

(24,967

)

 

Purchase of short-term investments

 

 

(5,082

)

 

 

-

 

 

Sale and maturity of short-term investments

 

 

65,390

 

 

 

-

 

 

Purchase of marketable securities

 

 

(34,145

)

 

 

(302,115

)

 

Sale of marketable securities

 

 

-

 

 

 

32,000

 

 

Net cash provided by (used in) investing activities

 

 

35,806

 

 

 

(297,568

)

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

Proceeds from PIPE offering

 

 

-

 

 

 

195,000

 

 

Proceeds from escrow account

 

 

-

 

 

 

29,688

 

 

Payment of issuance costs

 

 

-

 

 

 

(22,944

)

 

Payment for fractional shares on reverse stock split

 

 

(13

)

 

 

-

 

 

Proceeds from issuance of common stock for stock option exercises

 

 

1

 

 

 

1,563

 

 

Repurchase of common stock

 

 

-

 

 

 

(1,583

)

 

Proceeds from borrowings on convertible debt

 

 

-

 

 

 

100,000

 

 

Net cash (used in) provided by financing activities

 

 

(12

)

 

 

301,724

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents and restricted cash

 

 

28,865

 

 

 

(8,356

)

 

Cash and cash equivalents and restricted cash, beginning of the period

 

 

23,677

 

 

 

32,372

 

 

Cash and cash equivalents and restricted cash, end of the period

 

$

52,542

 

 

$

24,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6


 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Property and equipment purchases in accounts payable and accrued liabilities

 

$

61

 

 

$

-

 

 

 

Conversion of convertible preferred stock to Class A common stock in connection with the reverse recapitalization

 

$

-

 

 

$

72,173

 

 

 

Recapitalization transaction costs liability incurred

 

$

-

 

 

$

7,500

 

 

 

Conversion of convertible notes and accrued interest to Class A common stock in connection with the reverse recapitalization

 

$

-

 

 

$

720

 

 

 

Conversion of B-1 warrants to Class A common stock in connection with the reverse recapitalization

 

$

-