Current Report Filing (8-k)

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 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): June 8, 2023

 

KATAPULT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware

001-39116

81-4424170

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

5204 Tennyson Parkway, Suite 500 Plano, TX						75024
(Address of principal executive offices)						(Zip Code)

 

[phone]
(Registrant’s telephone number, including area code:)

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 (see General Instruction A.2. below):

 

☐			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

Common Stock, par value $0.0001 per share

KPLT

The Nasdaq Stock Market LLC

Redeemable Warrants

KPLTW

The Nasdaq Stock Market LLC

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).

 

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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 5.07 Submission of Matters to a Vote of Security Holders.

On June 6, 2023, Katapult Holdings, Inc., a Delaware corporation (the “Company” or “Katapult”) held an annual meeting of stockholders (the “Annual Meeting”) as a virtual meeting, conducted via live webcast, in connection with the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 25, 2023 (the “Proxy Statement”) and first mailed to stockholders on or about April 25, 2023. Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Annual Meeting is described in detail in the Proxy Statement and the final voting results are indicated below.

As of the close of business on April 10, 2023, the record date for the Annual Meeting, there were 99,561,148 shares outstanding of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). A total of 70,032,221 shares of Common Stock, representing approximately 76.3% of the outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum.

The voting results, as certified in the Final Report of the Inspector of Election, are as follows:

Proposal 1. Election of Directors – To elect Mr. Brian Hirsch and Ms. Jane J. Thompson as Class II Directors to the Board of Directors (the "Board"), to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors are elected and qualified. The proposal was approved by the following votes for each nominee:

Director			Common Stock Votes For												Common Stock Votes Withheld												Common Stock Broker Non-Votes
Brian Hirsch			46,825,125												8,538,310												14,668,786
Jane J. Thompson			47,701,492												7,661,943												14,668,786

Proposal 2. Amendment to 2021 Equity Incentive Plan – To amend the 2021 Equity Incentive Plan for the Company to (i) provide an increase in the number of shares currently available under the 2021 Equity Incentive Plan, (ii) add an "evergreen" provision beginning as of January 1, 2024, and (iii) extend the expiration date to the tenth (10th) anniversary of the Annual Meeting. The proposal was approved by the following votes:

Common Stock Votes For			Common Stock Votes Against			Common Stock Abstentions			Common Stock Broker Non-Votes
45,104,605			10,045,782			213,048			14,668,786

Proposal 3. Ratification of the Appointment of Independent Registered Public Accounting Firm – To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The appointment was ratified by the following votes:

Common Stock Votes For			Common Stock Votes Against			Common Stock Abstentions			Common Stock Broker Non-Votes
68,362,788			461,556			1,207,877			0

Proposal 4. Reverse Stock Split – To grant the Board the discretionary authority to amend the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The proposal was approved by the following votes:

Common Stock Votes For			Common Stock Votes Against			Common Stock Abstentions			Common Stock Broker Non-Votes
65,873,266			3,907,287			251,668			0

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Exhibit
10.1						First Amendment to Katapult Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Annex A to the Definitive Proxy Statement on Form DEF 14A filed with the SEC on April 25, 2023).
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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SIGNATURES

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.

Date:

June 8, 2023

/s/ Orlando Zayas

Name:

Orlando Zayas

Title:

Chief Executive Officer