Current Report Filing (8-k)
16 Junho 2023 - 5:34PM
Edgar (US Regulatory)
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2023-06-15
2023-06-15
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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): June 16, 2023 (June 15, 2023)
MONEYLION INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39346 |
|
85-0849243 |
(State
or other jurisdiction of incorporation) |
|
(Commission File
Number) |
|
(IRS
Employer Identification No.) |
30 West 21st Street, 9th Floor,
New
York, NY
10010
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 300-9865
N/A
(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:
☐ |
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 |
Class A common stock, par value $0.0001 per share |
|
ML |
|
The New York Stock Exchange |
Redeemable
warrants: each whole warrant exercisable for 1/30th of one share of Class A common stock, par value $0.0001 |
|
ML WS |
|
The New York Stock Exchange |
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
June 15, 2023, MoneyLion Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”)
virtually via live webcast at www.virtualshareholdermeeting.com/ML2023. At the Annual Meeting, two proposals were submitted to the Company’s
stockholders, each of which was approved. The proposals are described in more detail in the Company’s Definitive Proxy Statement
filed with the U.S. Securities and Exchange Commission on April 28, 2023 (the “2023 Proxy Statement”). The final voting
results are as follows:
Proposal
1. The Company’s stockholders elected the three Class II director nominees named in the
2023 Proxy Statement to serve a three-year term until the 2026 Annual Meeting of Stockholders of the Company
and until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation or removal.
The voting results are set forth below:
Name |
|
For |
|
|
Withheld |
|
|
Broker
Non-Votes |
|
Dwight
Bush |
|
|
122,016,777 |
|
|
|
2,334,259 |
|
|
|
39,641,987 |
|
John
Chrystal |
|
|
121,212,986 |
|
|
|
3,138,050 |
|
|
|
39,641,987 |
|
Lisa
Gersh |
|
|
116,394,796 |
|
|
|
7,956,240 |
|
|
|
39,641,987 |
|
Proposal
2. The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2023. The
voting results are set forth below:
For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| 161,713,018 | | |
| 200,712 | | |
| 2,079,293 | | |
| — | |
The
voting tallies set forth in the results for Proposal 1 and Proposal 2 above do not reflect adjustments for the 1-for-30 reverse stock
split of the Company’s Class A common stock, par value $0.0001 per share, effected by the Company at 5:01 p.m. ET on April 24,
2023 (the “Reverse Stock Split”), as the record date for the Annual Meeting was prior to the effectiveness of the
Reverse Stock Split.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No. |
|
Description |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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.
|
MONEYLION INC. |
|
|
|
|
|
By: |
/s/
Richard Correia |
|
|
Name: |
Richard Correia |
|
|
Title: |
President, Chief Financial Officer and Treasurer |
|
|
|
|
Date: June 16, 2023 |
|
|
|
2
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