8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 30, 2024

Houlihan Lokey, Inc.

(Exact Name of Registrant as Specified in Charter)

310-788-5200

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

On April 30, 2024, Houlihan Lokey, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the possible resale of up to 100,960 shares of the Company’s Class A common stock, $0.001 par value per share ( “Class A common stock”) issued, or issuable upon conversion of shares of the Company’s Class B common stock, $0.001 par value per share ( “Class B common stock”) in connection with the Company’s acquisition in April 2024 of Triago Management Development, a company (société par actions simplifiée) organized under the laws of France. The 100,960 shares of Class A common stock consist of (i) 91,656 shares of Class A common stock issued to a selling stockholder, (ii) 6,304 shares of Class A common stock issuable upon conversion of a like number of shares of Class B common stock issued to a selling stockholder and (iii) up to 3,000 shares of Class A common stock issuable to a selling stockholder upon the attainment of certain post-closing performance targets. The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Latham & Watkins LLP, regarding certain Delaware law issues concerning the shares of Class A common stock that may be offered and sold pursuant to the prospectus supplement and the accompanying prospectus.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

(d) Exhibits

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.

EX-5.1

Exhibit 5.1

<br><br><br><br><br> <br><br> <br>April 30, 2024	10250 Constellation Blvd., Suite 1100
	Los Angeles, California 90067
	Tel: +1.424.653.5500 Fax: +1.424.653.5501
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
	Chicago	Riyadh
	Dubai	San Diego
	Düsseldorf	San Francisco
	Frankfurt	Seoul
	Hamburg	Silicon Valley
	Hong Kong	Singapore
	Houston	Tel Aviv
	London	Tokyo
	Los Angeles	Washington, D.C.
	Madrid

Houlihan Lokey, Inc.

5^th^ Floor

10250 Constellation Boulevard

Los Angeles, California 90067

To the addressees set forth above:

We have acted as special counsel to Houlihan Lokey, Inc., a Delaware corporation (the “Company”), in connection with^^the offering of 100,960 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”) to be sold by certain selling stockholders as described in the Prospectus (as defined below), consisting of (i) 94,656 shares of Class A Common Stock (the “Class A Shares”) and (ii) 6,304 shares of Class A Common Stock issuable upon conversion (the “ConversionShares”) of an equal number of shares of the Company’s Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”). The offering and sale of the Shares is covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Act”), a base prospectus dated August 11, 2023 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”) and a prospectus supplement dated April 30, 2024 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the sale of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

April 30, 2024

Page 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, (i) the Shares have been duly authorized by all necessary corporate action of the Company, (ii) upon the issuance and delivery of the Class A Shares in accordance with the Company’s Second Amended and Restated Certificate of Incorporation dated September 21, 2023, the Class A Shares will be validly issued, fully paid and nonassessable and, (iii) upon the conversion of the Class B Common Stock into Class A Common Stock in accordance with the Company’s Second Amended and Restated Certificate of Incorporation dated September 21, 2023, the Conversion Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K dated April 30, 2024 and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.