Katapult Holdings, Inc DEFA14A, filed Nov 14, 2025
Katapult Holdings, Inc. (KPLT)
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): November 13, 2025
| KATAPULT HOLDINGS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-39116 | 84-2704291 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 5360 Legacy Drive, Building 2 Plano, TX |
75024 | |
| (Address of principal executive offices) | (Zip Code) |
| (833) 528-2785 |
| (Registrant’s telephone number, including area code:) |
| Not Applicable |
| (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):
| ☐ | 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 | KPLT | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants | KPLTW | 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 1.01 Entry Into a Material Definitive Agreement.
On November 13, 2025, Katapult Holdings, Inc. (the “Company”) entered into a waiver (the “Waiver”) with HHCF Series 21 Sub, LLC, the holder of 100% of the issued and outstanding shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) and Series B Convertible Preferred Stock of the Company (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”), to those certain Certificate of Designations of the Preferred Stock (together, the “Certificate of Designations”) filed with the Secretary of State of the State of Delaware on November 3, 2025. The Waiver, among other things, (i) waives the requirement pursuant to the Certificate of Designations that the Company file a preliminary proxy statement within ten (10) calendar days after the Initial Issue Date (as defined in the Certificate of Designations) and (ii) acknowledges and agrees that, notwithstanding anything to the contrary in the Certificate of Designations, the Regular Dividend Rate (as defined in the Certificate of Designations) shall be increased by one percent (1%) per annum, if, and only if, the Requisite Stockholder Approval (as defined in the Certificate of Designations ) is not obtained on or prior to the date of the Company’s first annual meeting of stockholders following the Initial Issue Date and waives the right to any accumulation of such additional one percent (1%) dividend per annum pursuant to the Certificate of Designations that would have occurred but for the Waiver.
This description of the Waiver does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Waiver, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Important Information for Investors and Stockholders
A proposal to approve the issuance of common stock upon conversion of the Preferred Stock above the Ownership Limitation (as defined in the Certificates of Designation) will be submitted to the Company’s stockholders for their consideration, and the Company will file with the Securities and Exchange Commission (the “SEC”) a proxy statement to be used to solicit stockholder approval of such issuance. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSAL WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free copy of the proxy statement, as well as other filings containing information about the Company, at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement and the SEC filings that will be incorporated by reference in the proxy statement will also be provided to the Company’s stockholders, without charge, by directing a request to: Katapult Holdings, Inc., 5360 Legacy Drive, Building 2, Plano, Texas 75024-3105, Attention: Corporate Secretary, or emailing ir@katapultholdings.com.
Participants in the Solicitation
The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in favor of the proposal. Information concerning persons who may be deemed participants in the solicitation of the Company’s stockholders under the rules of the SEC will be set forth in the proxy statement when it is filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Exhibit | |
| 10.1 | Waiver, dated as of November 13, 2025, by and among Katapult Holdings, Inc. and HHCF Series 21 Sub, LLC. | |
| 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.
| Katapult Holdings, Inc | ||
| Date: November 14, 2025 | /s/ Orlando Zayas | |
| Name: Orlando Zayas | ||
| Title: Chief Executive Officer |
Exhibit 10.1
HHCF Series 21 Sub, LLC
88 West Mound Street
Columbus, OH 43215
November 13, 2025
Katapult Holdings, Inc.
5360 Legacy Drive, Building 2
Plano, TX 75024
| Re: |
Certificate of Designations
of Series A Convertible Preferred Stock of Katapult |
Reference is hereby made to that certain (i) Certificate of Designations of Series A Convertible Preferred Stock (the “Series A Certificate of Designations”) of Katapult Holdings, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware on November 3, 2025 and (ii) Certificate of Designations of Series B Convertible Preferred Stock (the “Series B Certificate of Designations” and together with the Series A Certificate of Designations, the “Certificate of Designations”) of the Company filed with the Secretary of State of the State of Delaware on November 3, 2025. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Certificate of Designations.
HHCF Series 21 Sub, LLC , being the holder of 100% of the issued and outstanding shares of Series A Convertible Preferred Stock of the Company and Series B Convertible Preferred Stock of the Company, at the request of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby (i) waives the requirement pursuant to Section 10(h)(iii) of the Certificate of Designations that the Company file a preliminary proxy statement within ten (10) calendar days after the Initial Issue Date and (ii) (x) acknowledges and agrees that, notwithstanding the last sentence of Section 10(h)(iii) of the Certificate of Designations, the Regular Dividend Rate shall be increased by one percent (1%) per annum, if, and only if, the Requisite Stockholder Approval is not obtained on or prior to the date of the Company’s first annual meeting of stockholders following the Initial Issue Date, (y) waives the right to any accumulation of such additional one percent (1%) dividend per annum pursuant to the Certificate of Designations that would have occurred but for this Waiver, and (z) for the avoidance of doubt, the Regular Dividend Rate would remain at eighteen percent (18%) per annum and would only be increased to nineteen percent (19%) per annum if, and only if, the Requisite Stockholder Approval is not obtained on or prior to the date of the Company’s first annual meeting of stockholders following the Initial Issue Date.
This letter shall in no way amend any provision of the Certificate of Designations or waive either party’s obligations under the Certificate of Designations, other than as specifically set forth herein
| Sincerely, | ||
| HHCF SERIES 21 SUB, LLC | ||
| By: | /s/ John Detwiler | |
| Name: John Detwiler | ||
| Title: Authorized Signatory | ||
| Acknowledged and agreed: | |
| KATAPULT HOLDINGS, INC. | |
| By: | /s/ Orlando Zayas |
| Name: Orlando Zayas | |
| Title: CEO | |