Katapult Holdings, Inc. (KPLT) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Katapult Holdings, Inc. on November 13, 2025. The filing reports the entry into a material definitive agreement regarding the company's Series A and Series B Convertible Preferred Stock.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios. The document focuses exclusively on a contractual agreement regarding preferred stock terms.
Material Changes and Agreements
On November 13, 2025, the Company entered into a Waiver with HHCF Series 21 Sub, LLC, the holder of 100% of the outstanding Series A and Series B Convertible Preferred Stock. Key terms of the Waiver include:
- Proxy Filing Waiver: The requirement to file a preliminary proxy statement within ten calendar days of the Initial Issue Date has been waived.
- Dividend Rate Adjustment: The Regular Dividend Rate will increase by 1% per annum if Requisite Stockholder Approval is not obtained by the date of the Company's first annual meeting following the Initial Issue Date.
- Accumulation Waiver: The holder waives the right to any accumulation of the additional 1% dividend that would have occurred absent this Waiver.
Outlook, Risks, and Management Commentary
The Company intends to submit a proposal to its stockholders to approve the issuance of common stock upon conversion of the Preferred Stock above the Ownership Limitation. A proxy statement will be filed with the SEC to solicit this approval. Management urges stockholders to read the proxy statement when available for important information regarding the proposal. No specific risks or contingencies beyond the standard solicitation process were detailed in this filing.
Key Facts for Investor Verification
- Verify the upcoming filing of the proxy statement regarding the conversion of Preferred Stock above the Ownership Limitation.
- Monitor the date of the Company's first annual meeting following the Initial Issue Date to determine if the 1% dividend rate increase will be triggered.
- Review the full text of the Waiver (Exhibit 10.1) for complete legal terms and conditions.
- Confirm the status of Requisite Stockholder Approval as the deadline approaches.