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FORM 8-K

 

 

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.)

 

 

 

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):

 

Securities registered pursuant to Section 12(b) of the Act:

 

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. ☐

 

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:

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:

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:

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:

(d) Exhibits

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