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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): September 8, 2023 |
Leafly Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-39119 |
84-2266022 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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113 Cherry Street PMB 88154 |
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Seattle, Washington |
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98104-2205 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 206 455-9504 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading |
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Common Stock |
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LFLY |
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The Nasdaq Stock Market LLC |
Warrants |
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LFLYW |
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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).
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 3.03 Material Modifications to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
On September 8, 2023, Leafly Holdings, Inc. (the “Company”) filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-twenty (1-for-20) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.0001 (the “Common Stock”), effective on September 12, 2023 at 12:01 am Eastern Time (the “Effective Time”).
As a result of the Reverse Stock Split, at the Effective Time, every twenty (20) shares of Common Stock issued and outstanding will be automatically combined and converted into one (1) issued and outstanding share of Common Stock. The Reverse Stock Split will not change the authorized number of shares or the par value of the Common Stock, nor modify any voting rights of the Common Stock. The Company’s Common Stock will continue trading on The Nasdaq Capital Market (“Nasdaq”) under its existing symbol “LFLY” and will begin trading on a split-adjusted basis when the market opens on September 12, 2023. At the Effective Time, the new CUSIP number for the Common Stock will be 52178J303. The Company’s public warrants will continue trading on Nasdaq under the existing symbol “LFLYW.”
No fractional shares will be issued in connection with the Reverse Stock Split. All shares of Common Stock that are held by a stockholder will be aggregated subsequent to the Reverse Stock Split, and each fractional share held by a stockholder resulting from such aggregation will be rounded up to the next whole share.
Also, at the Effective Time, based on the 1-for-20 split ratio, the number of shares of Common Stock issuable under our outstanding equity awards will decrease proportionately, with any fractional shares rounded down to the nearest whole share, with a corresponding adjustment made to the exercise prices of outstanding option awards, rounded up to the nearest whole cent. In addition, the number of shares of Common Stock available for issuance under our equity incentive plans will be proportionately adjusted based on the 1-for-20 split ratio, such that fewer shares will be available for issuance under our equity incentive plans.
Further, at the Effective Time,
Our transfer agent, Continental Stock Transfer & Trust Company, is acting as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
The foregoing description is qualified in its entirety by the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On September 11, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to the extent such other filing specifically incorporates such information by reference.
Item 8.01 Other Events
The information provided in Item 5.03 is hereby incorporated by reference.
The Company has a registration statement on Form S-3 (File No. 333-270924) and registration statements on Form S-8 (File Nos. 333-269975, 333-266947, and 333-264333) on file with the Securities and Exchange Commission (the “Commission”). Commission regulations permit the Company to incorporate by reference future filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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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.
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Leafly Holdings, Inc. |
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Date: |
September 11, 2023 |
By: |
/s/ Suresh Krishnaswamy |
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Suresh Krishnaswamy |
CERTIFICATE OF AMENDMENT TO
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LEAFLY HOLDINGS, INC.
Leafly Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
“(e) Effective at 12:01 a.m. Eastern Time (the “Effective Time”) on September 12, 2023 (the “Effective Date”), each twenty (20) shares of the Corporation’s Common Stock issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall automatically and without any further action on the part of the Corporation or any of the holders of such Common Stock be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (the “Reverse Stock Split”), subject to the treatment of fractional shares as described below. Notwithstanding the foregoing, no fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares will automatically be entitled to rounding up of their fractional share to the nearest whole share. No stockholders will receive cash in lieu of fractional shares. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (the “Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificates shall have been combined, subject to the adjustment for fractional shares as described above.”
IN WITNESS WHEREOF, Leafly Holdings, Inc. has caused this Certificate of Amendment to be executed as of September 8, 2023.
LEAFLY HOLDINGS, INC.
By: /s/Suresh Krishnaswamy
Name: Suresh Krishnaswamy
Title: Chief Financial Officer
DOCPROPERTY "CUS_DocIDChunk0" 161860425.1
Leafly Announces 1-for-20 Reverse Stock Split
SEATTLE--(BUSINESS WIRE)--September 11, 2023--Leafly Holdings, Inc. (“Leafly” or the “Company”) (NASDAQ: LFLY), a leading online cannabis discovery marketplace and resource for cannabis consumers, today announced it has effected a 1-for-20 reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.0001 (the “Common Stock”) that will become effective on September 12, 2023, at 12:01 a.m. Eastern Time. Leafly’s Common Stock will continue trading on The Nasdaq Capital Market (“Nasdaq”) under its existing symbol “LFLY” and will begin trading on a split-adjusted basis when the market opens on September 12, 2023. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 52178J303. The Company’s public warrants will continue trading on Nasdaq under the existing symbol “LFLYW.”
The Reverse Stock Split was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders on July 12, 2023. The Company’s Board of Directors approved a 1-for-20 reverse split ratio on August 16, 2023, and on September 8, 2023, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split effective September 12, 2023.
As a result of the Reverse Stock Split, every twenty (20) shares of Common Stock issued and outstanding will be automatically combined and converted into one (1) issued and outstanding share of Common Stock. Proportional adjustments also will be made to outstanding equity awards, warrants and convertible notes. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock.
No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. Stockholders that would hold a fractional share of Common Stock as a result of the Reverse Stock Split will have such fractional shares of Common Stock rounded up to the nearest whole share of Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of rounding of shares to the nearest whole share in lieu of issuing fractional shares).
The primary goal of the Reverse Stock Split is to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of its Common Stock on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.
The Company’s transfer agent, Continental Stock Transfer & Trust Company, will serve as exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
About Leafly
Leafly helps millions of people discover cannabis each year. Our powerful tools help shoppers make informed purchasing decisions and empower cannabis businesses to attract and retain loyal customers through advertising and technology services. Learn more at Leafly.com or download the Leafly mobile app through Apple’s App Store or Google Play.
Cautionary Statement Regarding Forward Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding expected compliance with Nasdaq listing rules. Forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “outlook,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions). Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions as of the date of this release and, as a result, are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements.
Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the Reverse Stock Split not increasing the market price of our Common Stock sufficient to meet Nasdaq’s minimum bid price requirement and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as updated in the “Risk Factors” sections of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, and in the other documents filed by the Company from time to time with the SEC.
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Leafly assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Leafly does not give any assurance that it will achieve its expectations.
Contacts
Media
Josh deBerge
josh.deberge@leafly.com
206-445-9387
Investors
Stacie Clements
IR@leafly.com
Source: Leafly Holdings, Inc.