UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 Vote of Security Holders.
On June 20, 2024, Scott’s Liquid Gold-Inc. (the “Company”) held a special meeting of its shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders voted on the following proposals: (i) to effect a reverse stock split of the Company’s outstanding shares of common stock, par value $0.10 per share, at a ratio of 1-for-20 (the “Reverse Stock Split”), (ii) to approve the reincorporation of the Company in the state of Delaware (the “Reincorporation”) and change the name of the Company to “Horizon Kinetics Holding Corporation” (the “Name Change”), and (iii) to approve any adjournment of the Special Meeting, for any reason, including, if necessary, to solicit additional proxies if there are not sufficient votes to approve one or more of the proposals. The number of shares of common stock outstanding and eligible to vote as of May 7, 2024, the record date for the Special Meeting, was 13,006,162. Of these, a total of 11,396,177 shares were voted.
The final voting results were as follows:
Proposal #1 |
For |
Against |
Abstain |
Broker Non-Votes |
Approve a Reverse Stock Split of Outstanding Common Stock |
11,287,816 |
103,349 |
5,012 |
0 |
Proposal #2 |
For |
Against |
Abstain |
Broker Non-Votes |
Approve Reincorporation in Delaware and Company Name Change |
11,300,576 |
92,951 |
2,650 |
0 |
Proposal #3 |
For |
Against |
Abstain |
Broker Non-Votes |
Adjourn the Meeting, if Necessary, to Solicit Additional Proxies |
11,280,814 |
100,450 |
14,913 |
0 |
Item 7.01 Regulation FD Disclosure.
As previously disclosed by the Company in its filings with the Securities and Exchange Commission, the Company entered into a merger agreement with Horizon Kinetics LLC. The closing of the contemplated merger was contingent on the approval by our shareholders of the first and second proposals referenced above. That contingency has now been met.
On June 26, 2024, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the 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, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
99.1 |
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Press Release, dated June 26, 2024, issued by Scott’s Liquid Gold-Inc. |
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.
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SCOTT'S LIQUID GOLD-INC. |
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Date: |
June 26, 2024 |
By: |
/s/ David M. Arndt |
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David M. Arndt |
EXHIBIT 99.1
Scott’s Liquid Gold Announces Results of Special Meeting of Shareholders and Anticipated Effective Date of Reverse Split, and Other Upcoming Corporate Changes
Shareholders Overwhelmingly Approve All Proposals at Recent Special Meeting
Company Currently Anticipates Closing Previously Announced Transaction with Horizon Kinetics LLC on July 1, 2024, with the Company’s 1-for-20 Reverse Stock Split, Reincorporation, Name Change and Change in Ticker Symbol Expected to be Effective on the Same Day
Denver, Colo., June 26, 2024 — (Business Wire) — Scott’s Liquid Gold-Inc. (“Scott’s” or the “Company”) (OTC: SLGD) today announced that, based on a count of the votes cast at the Company’s Special Meeting of Shareholders, its shareholders overwhelmingly approved all proposals presented, including the reverse stock split proposal and the reincorporation proposal. More than 87% of shares outstanding were represented at the Special Meeting, and more than 99% of votes were cast in favor of the proposals.
Following the approvals received at the Special Meeting, Scott’s and Horizon Kinetics LLC anticipate completing their previously announced merger on July 1 of this year, subject to the satisfaction or waiver of all closing conditions. It is anticipated that, effective prior to commencement of trading on that day, Scott’s will change its corporate name to Horizon Kinetics Holding Corporation, its state of incorporation from Colorado to Delaware and its ticker symbol on OTC Markets to HKHC, and effect its 1-for-20 reverse stock split.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including statements regarding the merger with Horizon Kinetics, including the expected closing date. All statements other than statements of historical facts contained herein, including statements on the anticipated effective date of the merger, reverse stock split, reincorporation, name change and ticker symbol change, and other statements regarding our, Horizon Kinetics’ or the combined company’s future financial position and results of operations, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, Horizon Kinetics, or the combined company, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs as a combined company.
Important factors that could cause actual results to differ from those in the forward-looking statements include: the possibility that the merger does not close, including due to failure to satisfy closing conditions, or does not close on July 1, 2024; the possibility that the Company will not effect its reverse stock split, reincorporation, name change and/or ticker symbol change on July 1, 2024; the possibility that anticipated benefits from the merger will not be realized, or will not be realized within the expected time period; and disruption from the merger making it more difficult to maintain business and operational relationships; among other risks.
Further information on risks we face is contained in our filings with the SEC, including our Form 10-K for the fiscal year ended December 31, 2023 and our Form 10-Q for the fiscal quarter ended March 31, 2024, and the definitive proxy statement dated May 13, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
About Horizon Kinetics LLC
Horizon Kinetics LLC, through its subsidiary investment manager, Horizon Kinetics Asset Management LLC, is an investment advisory firm with approximately $7.1 billion assets under management as of March 31, 2024. Horizon Kinetics provides independent proprietary research and investment advisory services for long-only and alternative value-based investing strategies. The firm has offices in New York City, White Plains, New York, and Summit, New Jersey. For more information, please visit http://www.horizonkinetics.com.
About Scott’s Liquid Gold-Inc.
Scott’s Liquid Gold-Inc. exists to positively impact consumers’ lives in the markets it serves while creating shareholder value. Scott’s develops, markets, and sells high-quality, high-value household products to mass merchandisers, supermarkets, hardware stores, and e-commerce retailers. For more information, please visit http://www.slginc.com.
Investor Relations Contact:
David Arndt
President & Chief Financial Officer
303.576.6027