[8-K] Katapult Holdings, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Katapult Holdings, Inc. held a virtual special meeting on August 6, 2025 to vote on proposals described in its June 26, 2025 proxy statement. As of the June 16, 2025 record date there were 4,266,753 shares outstanding and 2,922,298 shares (about 68.48%) were present in person or by proxy, constituting a quorum. Shareholders approved the Nasdaq Proposal to permit issuance of common stock upon exercise of the Warrants and upon the Term Loan Conversion with 2,901,474 votes for, 20,103 against and 721 abstentions. An adjournment proposal also received majority support (2,903,774 for, 17,793 against, 731 abstentions) but was not acted on further because the Nasdaq Proposal passed. The report is signed by CEO Orlando Zayas.

Positive

• Nasdaq Proposal approved authorizing issuance of common stock upon warrant exercise and Term Loan Conversion
• Strong shareholder support: 2,901,474 votes in favor versus 20,103 against
• Quorum achieved: 2,922,298 shares present, ~68.48% of outstanding shares

Negative

• Some opposition recorded: 20,103 votes against the Nasdaq Proposal
• Abstentions present: 721 abstentions on the Nasdaq Proposal and 731 on the adjournment proposal

Insights

Corporate Governance Expert

TL;DR: Routine shareholder approval secured Nasdaq compliance for share issuance; quorum and strong affirmative votes indicate clear board support.

The Special Meeting achieved a quorum with 68.48% of outstanding shares present and delivered decisive approval of the Nasdaq Proposal with 2,901,474 votes in favor versus 20,103 opposed and 721 abstentions. This procedural vote aligns corporate authorization with Nasdaq listing rules to allow shares upon warrant exercise and Term Loan Conversion. The adjournment resolution also passed but was rendered unnecessary by the primary approval. From a governance standpoint this is a standard, material corporate housekeeping action to maintain listing compliance.

Securities Analyst

TL;DR: Shareholders approved issuance authority tied to warrants and loan conversion; vote tallies show broad shareholder support.

The filing discloses that 2,922,298 of 4,266,753 outstanding common shares voted, confirming robust participation. The Nasdaq Proposal authorizes issuance of common stock upon the exercise of warrants and conversion of a term loan, as required for Nasdaq compliance; it passed overwhelmingly with 2,901,474 votes for. The adjournment proposal passed but was unnecessary because the primary measure succeeded. The filing contains no financial metrics beyond vote counts and the record date; no additional material transactions or quantifications are disclosed.

false 0001785424 0001785424 2025-08-06 2025-08-06 0001785424 KPLT:CommonStockParValue0.0001PerShareMember 2025-08-06 2025-08-06 0001785424 KPLT:RedeemableWarrantsMember 2025-08-06 2025-08-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 6, 2025

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 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 August 6, 2025, Katapult Holdings, Inc., a Delaware corporation (the “Company” or “Katapult”) held a special meeting of stockholders (the “Special 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 June 26, 2025 (the “Proxy Statement”) and first mailed to stockholders on or about June 26, 2025. Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Special Meeting is described in detail in the Proxy Statement and the final voting results are indicated below.

As of the close of business on June 16, 2025, the record date for the Special Meeting, there were 4,266,753 shares outstanding of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) entitled to vote. A total of 2,922,298 shares of Common Stock, representing approximately 68.48% 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. The Nasdaq Proposal – To approve, for purposes of complying with Nasdaq Listing Rules, including, but not limited to, Rules 5635(b) and (d), the issuance of shares of our Common Stock issuable upon the exercise of the Warrants and upon the Term Loan Conversion. The proposal was approved by the following votes:

Common Stock Votes For		Common Stock Votes Against			Common Stock Abstentions			Common Stock Broker Non-Votes
2,901,474			20,103			721

Proposal 2. Adjournment Proposal – To vote to adjourn or postpone the Special Meeting, if necessary to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Proposal. The proposal was approved by the following votes:

Common Stock Votes For		Common Stock Votes Against			Common Stock Abstentions			Common Stock Broker Non-Votes
2,903,774			17,793			731

However, because the Nasdaq Proposal was approved, further adjournment of the Special Meeting was not necessary to continue to solicit additional proxies and, accordingly, the Special Meeting was not further adjourned.

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:	August 8, 2025	/s/ Orlando Zayas
		Name:	Orlando Zayas
		Title:	Chief Executive Officer

FAQ

What did Katapult (KPLTW) shareholders vote on at the August 6, 2025 special meeting?

Shareholders voted on the Nasdaq Proposal to approve issuance of common stock upon exercise of the Warrants and upon the Term Loan Conversion, and an adjournment proposal to postpone if necessary.

Was the Nasdaq Proposal approved by Katapult shareholders?

Yes. The Nasdaq Proposal was approved with 2,901,474 votes for, 20,103 against and 721 abstentions.

How many Katapult shares were outstanding and how many were present for the vote?

There were 4,266,753 shares outstanding as of the June 16, 2025 record date and 2,922,298 shares (about 68.48%) were present in person or by proxy.

What happened with the adjournment proposal at the special meeting?

The adjournment proposal passed with 2,903,774 votes for, 17,793 against and 731 abstentions, but no further adjournment occurred because the Nasdaq Proposal was approved.

Was the meeting conducted in person or virtually?

The Special Meeting was conducted virtually via live webcast on August 6, 2025.

Who signed the 8-K reporting these results?

The report was signed by Orlando Zayas, Chief Executive Officer.