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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): December 19, 2023

   

Leafly Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39119	84-2266022
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

113 Cherry Street PMB 88154
Seattle, Washington		98104-2205
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 206 455-9504

   

(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
Common Stock	LFLY	The Nasdaq Stock Market LLC
Warrants	LFLYW	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 1.01 Entry into a Material Definitive Agreement.

On December 19, 2023, Leafly Holdings, Inc. (the "Company") and each of the holders (each a "Holder" and collectively, the "Holders") of that certain global note representing 8.00% Convertible Senior Notes due 2025 between the Company, Ankura Trust Company, as agent, and Continental Stock Transfer & Trust Company, as authentication agent, dated February 4, 2022 (the "Note") executed a notice of conversion and consent (the "Notice") to effect a temporary and limited adjustment to the conversion price under the Note. Pursuant to the Notice, the conversion price under the Note shall be equal to the dollar amount that is 5% less than the last reported sale price of the Company's Common Stock on the trading day prior to the date of the Notice, or $4.978 (the "Conversion Price Adjustment"). The Conversion Price Adjustment is available for a period of five business days from the date of the Notice or until conversion requests for up to $300,000 are received, whichever is earlier. On December 19, 2023, one Holder tendered a conversion request for $300,000 at the Conversion Price Adjustment, resulting in the issuance of an aggregate of 60,265 shares of Common Stock and a corresponding reduction in the outstanding amount of the Note of $300,000. Following such tender and in accordance with the terms of the Notice, the Conversion Price Adjustment was terminated.

The Company shall pay applicable accrued interest payable and owing on the converted amount through the effective date of the conversion in accordance with the terms of the Note in cash on the next interest payment date as provided in the Note.

Except as set forth above, the terms of the Note remain the same.

The foregoing summary of the Notice is qualified in its entirety by reference to the Notice, which is attached as Exhibit 10.1 hereto.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2023, Cassandra Chandler tendered her resignation as a member of the Company's Board of Directors (the "Board"), as Chair and member of the Board's Nominating and Corporate Governance Committee, and as a member of the Board's Audit Committee, with such resignation effective at 11:59 p.m. on December 31, 2023. Ms. Chandler's resignation was not due to any disagreement with the Company or the Board on any matter relating to the Company's operations, policies, or practices.

After giving effect to Ms. Chandler's resignation, as of January 1, 2024, the Audit Committee will no longer have three independent members as required by Nasdaq Listing Rule 5605(c)(2)(A). The Company informed The Nasdaq Stock Market LLC ("Nasdaq") of the foregoing on December 19, 2023 and expects to receive a notification of noncompliance from Nasdaq the first week of January 2024 confirming that, for the reasons described above, the Company no longer complies with Nasdaq's audit committee composition requirements in Nasdaq Listing Rule 5605(c)(2)(A) (the "Notification").

The Company will file a Current Report on Form 8-K within four business days of receiving the Notification from Nasdaq.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number	Description
10.1	Notice of Conversion and Consent
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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.


			Leafly Holdings, Inc.

Date:	December 20, 2023	By:	/s/Suresh Krishnaswamy
			Suresh Krishnaswamy

EX-10.1 2 lfly-ex10_1.htm EX-10.1 EX-10.1

EXHIBIT 10.1

NOTICE OF CONVERSION AND CONSENT

December 19, 2023

Reference is made to that certain Note Purchase Agreement by and between Leafly Holdings, Inc. (f/k/a Merida Merger Corp. I, the, “Company”), the Purchasers named therein, Merida Holdings, LLC, and Leafly, LLC (the “Agreement”) and that certain global note representing 8.00% Convertible Senior Notes due 2025, (the “Note”) between the Company, Ankura Trust Company, as agent, and Continental Stock Transfer & Trust Company, as authentication agent. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Agreement or the Note, as applicable, with any inconsistency resolved in favor of the Note.

WHEREAS the undersigned Purchasers (each a “Consenting Holder,” and collectively the “Consenting Holders”) are the beneficial owners of all of the Outstanding Amount of the Note and constitute a Holder Majority.

WHEREAS the Consenting Holders wish to convert an aggregate of $300,000 of the Outstanding Amount of the Note and the Company wishes to effect such conversion in each case on terms and conditions as more fully set forth herein.

NOW, THEREFORE, for value received the Company and Consenting Holders agree as follows:

Notice. This Notice of Conversion and Consent (this “Notice”) shall serve as notice of a temporary and limited increase in the Conversion Rate pursuant to sections 7(h) and 13(h)(A)(vii) of the Note. The Company hereby increases the Conversion Rate such that the Conversion Price per share of Company common stock be equal to the dollar amount that is 5% less than the Last Reported Sale Price on the Trading Day prior to the date of this Notice (the “Notice Conversion Rate”) for up to THREE HUNDRED THOUSAND DOLLARS ($300,000) of the Outstanding Amount (the “Conversion Amount”) to be tendered for conversion by the Consenting Holders in accordance with this Notice. For the avoidance of doubt, immediately upon conversion of the Conversion Amount pursuant to Section 2 hereof, the Conversion Rate shall reset to the Conversion Rate in effect immediately prior to the time of this Notice. If the Consenting Holders fail to tender within 5 business days of the date hereof, then the Conversion Rate similarly shall reset.

Exercise of Conversion Right. Upon execution of this Notice, the Consenting Holders shall cause the Conversion Amount to be withdrawn and delivered to Continental Stock Transfer & Trust Company, as authenticating agent and transfer agent of the Company through the Depository Trust Company (“DTC”) via the DTC’s Deposit Withdrawal Agent Commission or “DWAC” system. The delivery of the Conversion Amount shall be deemed an Optional Conversion and the date of delivery via DWAC of the Conversion Amount shall be deemed the Conversion Date.

EXHIBIT 10.1

Delivery of Shares Upon Conversion. Upon receipt of the DWAC for the Conversion Amount, the Company shall cause Continental Stock Transfer & Trust Company to issue an aggregate of 60,265 shares of Company Common Stock to the Consenting Holders and deliver the shares in accordance with the Optional Conversion provisions of Section 4 of the Note.

Interest. Applicable accrued interest payable on the Conversion Amount through the Conversion Date will be paid by the Company, in the form of cash, on the next interest payment date as provided in the Note.

Consent and Waiver. The Consenting Holders each hereby consent and agree to the temporary and limited increase in the Conversion Rate for the Conversion Amount, waive all notice requirements and time periods set forth in the Agreement and Note, and acknowledge that the Conversion Rate shall reset as provided herein and shall not seek to convert more Outstanding Amount of the Note in excess of the Conversion Amount in connection with this Notice.

Headings; Construction. The headings and captions appearing in this Notice have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. Except as provided herein, the Agreement and Note remain in full force and effect.

Governing Law. This Notice shall be governed by and construed under the laws of the State of New York applicable to agreements made and to be performed in such state.

Counterparts. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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EXHIBIT 10.1