false0001785592Leafly Holdings, Inc. /DE0001785592us-gaap:WarrantMember2023-07-122023-07-1200017855922023-07-122023-07-120001785592us-gaap:CommonStockMember2023-07-122023-07-12

 

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): July 12, 2023

 

 

Leafly Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39119

84-2266022

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

113 Cherry Street

PMB 88154

 

Seattle, Washington

 

98104-2205

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 206 455-9504

 

 

(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

Common Stock

 

LFLY

 

The Nasdaq Stock Market LLC

Warrants

 

LFLYW

 

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.

The 2023 Annual Meeting of Stockholders of Leafly Holdings, Inc. (the “Company”) was held on July 12, 2023. On May 15, 2023, the record date for the Annual Meeting, there were 41,207,870 shares of the Company’s Class A common stock outstanding and entitled to vote, of which 66.84% were present for purposes of establishing a quorum. At that meeting, stockholders took the actions below with respect to the proposals described in the Company’s 2023 Annual Proxy Statement, filed on May 25, 2023. With respect to the four proposals put before the stockholders, the voting results were as follows:

Proposal 1 – Election of Two Nominees to the Company’s Board of Directors

The following directors were elected for a term of three years until the Company's 2026 Annual Meeting of Stockholders:

 

Nominee

 

Votes For

 

 

Withheld

 

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

 

Blaise Judja-Sato

 

 

18,634,713

 

 

 

1,857,268

 

 

 

7,054,829

 

Peter Lee

 

 

18,754,333

 

 

 

1,737,648

 

 

 

7,054,829

 

Proposal 2 – Ratification of the Appointment of Marcum LLP as the Company’s Independent Registered Public Accounting Firm for the 2023 Fiscal Year

The ratification of the appointment of Marcum LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 was approved by the following vote:

 

 

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

 

 

 

 

 

 

 

 

 

Proposal 2

 

 

26,901,492

 

 

 

482,662

 

 

 

162,656

 

Proposal 3 – Approval of the Reverse Stock Split

The proposal to effect a reverse stock split of the outstanding shares of the Company’s common stock by a ratio of not less than 1 for 10 and not more than 1 for 25 at any time prior to Leafly’s 2024 Annual Meeting of Stockholders, with the exact ratio to be set by the Board within the above range in its sole discretion, without further approval or authorization of our stockholders was approved by the following vote:

 

 

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

 

 

 

 

 

 

 

 

 

Proposal 3

 

 

26,282,676

 

 

 

1,258,574

 

 

 

5,560

 

Proposal 4 – Approval of Adjournment

The proposal to adjourn the annual meeting, if it had been necessary or appropriate, to solicit additional proxies in favor of Proposal No. 3 if there were not sufficient votes at the annual meeting to approve Proposal No. 3 was approved by the following vote:

 

 

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

 

 

 

 

 

 

 

 

 

Proposal 4

 

 

26,490,878

 

 

 

747,614

 

 

 

308,318

 

 

 

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.

 

 

 

Leafly Holdings, Inc.

 

 

 

 

Date:

July 17, 2023

By:

/s/Suresh Krishnaswamy

 

 

 

Suresh Krishnaswamy, Chief Financial Officer

 

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Document And Entity Information
Jul. 12, 2023
Document Information [Line Items]  
Document Type 8-K
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Document Period End Date Jul. 12, 2023
Entity Registrant Name Leafly Holdings, Inc. /DE
Entity Central Index Key 0001785592
Entity Emerging Growth Company true
Securities Act File Number 001-39119
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 84-2266022
Entity Address, Address Line One 113 Cherry Street
Entity Address, Address Line Two PMB 88154
Entity Address, City or Town Seattle
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98104-2205
City Area Code 206
Local Phone Number 455-9504
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol LFLY
Security Exchange Name NASDAQ
Warrant [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrants
Trading Symbol LFLYW
Security Exchange Name NASDAQ
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