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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.
On 5 Aug 2025 Katapult Holdings, Inc. (Nasdaq: KPLT) filed an 8-K under Item 1.01 announcing it executed a Limited Waiver to its 12 Jun 2025 Amended & Restated Loan and Security Agreement with Midtown Madison Management LLC and other lenders. The waiver cures the Company’s breach of the minimum trailing three-month net originations covenant measured 31 Jul 2025, thereby averting an immediate Default/Event of Default under the refinancing facility.
The agreement keeps existing credit lines intact while Katapult pursues stockholder approval to issue equity tied to the broader refinancing transaction. A Definitive Proxy Statement (record date 16 Jun 2025) has been mailed; shareholders are urged to vote in favor. The Company will file the full waiver text as an exhibit in its next periodic report.
- No financial concessions, pricing changes or revised covenants were disclosed in this filing.
- Forward-looking statements emphasize risks of future covenant non-compliance and the need for shareholder approval.
- Failure to regain covenant compliance without future waivers could re-trigger default remedies.
Katapult Holdings (NASDAQ:KPLTW) filed Definitive Additional Proxy materials for its August 6 2025 Special Meeting. Shareholders will vote on two items:
- Proposal 1: Authorize the issuance of common stock upon warrant exercise and term-loan conversion to comply with Nasdaq Listing Rules 5635(b) and 5635(d).
- Proposal 2: Permit adjournment to solicit more proxies if Proposal 1 lacks support.
The Board recommends FOR both proposals. Votes must be cast by 11:59 p.m. ET on Aug 5 2025; the virtual meeting begins 10:00 a.m. ET Aug 6 2025. Approval would avoid potential listing issues but could dilute existing owners; the filing does not specify the share count.
Katapult Holdings, Inc. (symbol: KPLTW) has called a virtual Special Meeting of Stockholders for August 6, 2025 to obtain approval for two critical proposals that directly affect its capital structure and going-concern status.
Proposal 1 (Nasdaq Proposal) asks shareholders to approve the issuance of up to 486,264 new common shares at an exercise price of $0.01 under June 12, 2025 warrants held by Blue Owl Capital affiliates and to permit lenders to convert a new term loan into common stock pursuant to a comprehensive Refinancing Agreement. This conversion right would become exercisable on the earlier of (x) 12 months after the Special Meeting, (y) June 30, 2026, or (z) an event of default.
Proposal 2 (Adjournment Proposal) allows the meeting to be adjourned or postponed if additional time is needed to secure votes for Proposal 1.
The Board unanimously recommends voting “FOR” both items. Failure to approve Proposal 1 would constitute an immediate event of default under the Refinancing Agreement. In that scenario the company would lose borrowing capacity, face accelerated repayment, and risk foreclosure on substantially all assets—conditions the proxy statement warns could force Katapult into bankruptcy.
Record date is June 16, 2025. Proxy materials are being mailed and posted online around June 26, 2025. Stockholders are urged to vote via Internet, phone, or mail even if they plan to attend the virtual meeting.
Key takeaways for investors
- The share issuance and loan-conversion rights are prerequisites for a vital refinancing that replaces the existing credit facility maturing June 4, 2025.
- Blue Owl acquired the prior lender’s position, and approval aligns terms with Nasdaq Listing Rules 5635(b)&(d).
- Rejection of Proposal 1 materially heightens liquidity risk and threatens the firm’s ability to continue operations.