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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):
April 30, 2026
| KATAPULT HOLDINGS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-39116 |
|
84-2704291 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
5360 Legacy Drive, Building 2, Suite 135
Plano, TX |
|
75024 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (833) 528-2785 |
| (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).
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 April 30, 2026, 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 March 20, 2026 (the “Proxy Statement”)
and first mailed to stockholders on or about March 20, 2026. 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 March 16, 2026,
the record date for the Annual Meeting, there were 4,402,543 shares outstanding of the Company’s common stock, par value $0.0001
per share (the “Common Stock”) entitled to vote. A total of 3,544,589 shares of Common Stock, representing approximately
80.51% 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. Derek
Medlin, Class II Director to the Board of Directors (the “Board”), to serve until the Company’s 2029 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 |
| Derek Medlin |
|
|
2,608,581 |
|
|
|
157,143 |
|
|
|
778,865 |
| |
|
|
|
|
|
|
|
|
|
|
|
Proposal 2. 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, 2026. The appointment was ratified by the following votes:
|
Common Stock
Votes For |
|
Common Stock
Votes Against |
|
|
Common Stock
Abstentions |
|
|
Common Stock
Broker Non-Votes |
| 3,400,543 |
|
|
133,379 |
|
|
|
10,667 |
|
|
|
778,865 |
| |
|
|
|
|
|
|
|
|
|
|
|
Proposal 3. Approval, on a Non-Binding Advisory Basis, of Executive
Compensation – To approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
The proposal was approved by the following votes:
|
Common Stock
Votes For |
|
Common Stock
Votes Against |
|
|
Common Stock
Abstentions |
|
|
Common Stock
Broker Non-Votes |
| 2,464,158 |
|
|
215,402 |
|
|
|
86,164 |
|
|
|
778,865 |
| |
|
|
|
|
|
|
|
|
|
|
|
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: |
May 5, 2026 |
|
|
/s/ Orlando Zayas |
| |
|
|
|
Name: |
Orlando Zayas |
| |
|
|
|
Title: |
Chief Executive Officer |
| |
|
|
|
|
|