8-K
Trump Media & Technology Group Corp. (DJT)
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): April 26, 2024
Trump Media & Technology Group Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40779 | 85-4293042 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
401 N. Cattlemen Rd., Ste. 200
Sarasota, Florida 34232
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (941) 735-7346
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, par value $0.0001 per share | DJT | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50 | DJTWW | 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 7.01 | Other Events. |
|---|
On April 26, 2024, Trump Media & Technology Group Corp. (the “Company”) included on its website a supplement to the frequently asked questions (“FAQs”) regarding the Company. A copy of the supplemented FAQ is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description of Exhibits |
|---|---|
| 99.1 | Trump Media & Technology Group Corp. website FAQ supplement. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| Trump Media & Technology Group Corp. | ||
|---|---|---|
| Dated: April 26, 2024 | By: | /s/ Scott Glabe |
| Name: | Scott Glabe | |
| Title: | General Counsel |
Exhibit 99.1
How do I prevent my shares from being loaned for a short interest position?
Brokerage firms may facilitate short selling in DJT shares by lending DJT shareholders’ shares held in margin accounts. Through this practice, brokerage firms earn an alternative source of revenue by “lending” shares to sophisticated and institutional investors who are betting that the price of the stock will fall. If the price of the stock in fact falls, then the brokerage firm and the sophisticated and institutional investors will make a profit, while the ultimate retail investor will not.
For long-term shareholders who believe in the Company’s future, the Company is highlighting the following actions you can take with your brokerage firm to prevent the lending of your shares for short selling:
1) hold your DJT shares in a cash account at your brokerage firm instead of a margin account (a model instruction letter is set forth under the heading “Example Form of Letter to Broker” below)
2) opting out of any securities lending programs, which should stop your broker from lending your shares
3) moving your shares to a Direct Registration (“DRS”) account at the Company’s transfer agent, Odyssey Transfer & Trust Company
Additionally, if shares are currently on loan by brokerage firms to facilitate short selling, shareholders have the option of asking their broker to recall their shares.
Example Form of Letter to Broker
If you decide to instruct your broker not to make your shares available for lending to short sellers, the following is sample language you can use in your email or letter to the Branch Manager of your brokerage account:
[Broker Name]
\[Broker Address\]
Attn: Branch Manager
My Account [Account Number]
Dear Sir or Madam:
Please accept this written instruction to make sure that the following securities are held in my cash account only and accordingly are not available for any stock loan activities. I hereby expressly opt out of any securities lending programs and instruct you not to loan out any of my shares. Additionally, as applicable, please recall any shares that are currently on loan.
Securities:
[Number] shares of Trump Media & Technology Group Corp. (DJT) and any DJT shares subsequently acquired.
Please confirm receipt and compliance with this request.
When will the public warrants, which trade under ticker symbol DJTWW, become eligible for cash exercise?
TMTG’s public warrants, which trade under the ticker symbol DJTWW, will become eligible for cash exercise when the SEC declares the effectiveness of the Registration Statement filed on Form S-1. As noted above, the Registration Statement, has not yet been declared effective; it remains subject to amendment and completion.