Scott's Liquid Gold Files 8-K for Material Agreement

TL;DR

SLGD filed an 8-K for a material agreement on 5/10/24. Watch for details.

AI Summary

Scott's Liquid Gold, Inc. (SLGD) filed an 8-K on May 15, 2024, reporting a material definitive agreement entered into on May 10, 2024. The filing also includes financial statements and exhibits. The company is incorporated in Colorado and its principal executive offices are located in Denver.

Why It Matters

This filing indicates a significant business event or transaction for Scott's Liquid Gold, Inc., which could impact its financial performance and stock value.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood by the market.

Key Numbers

• 001-13458 — Commission File Number (Identifies the company's SEC filing history)
• 84-0920811 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Scott's Liquid Gold, Inc. (company) — Registrant
• May 10, 2024 (date) — Date of earliest event reported
• May 15, 2024 (date) — Date of Report
• Colorado (location) — State of Incorporation
• Denver (location) — City of Principal Executive Offices

FAQ

Filing Documents

• slgd-20240510.htm (8-K) — 53KB
• slgd-ex2_1.htm (EX-2.1) — 54KB
• 0000950170-24-060571.txt ( ) — 226KB
• slgd-20240510.xsd (EX-101.SCH) — 26KB
• slgd-20240510_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 10, 2024, Scott's Liquid Gold-Inc. (the "Company"), Horizon Kinetics LLC ("Horizon Kinetics") and HKNY ONE, LLC, a wholly-owned subsidiary of the Company ("Merger Sub") entered into a First Amendment to Agreement and Plan of Merger (the "First Amendment"). The First Amendment relates to the Agreement and Plan of Merger dated December 19, 2023 (the "Merger Agreement") by and among the Company, Horizon Kinetics and Merger Sub providing for the acquisition of Horizon Kinetics by the Company. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, upon obtaining the requisite shareholder approval, (i) the Company will convert from a Colorado to a Delaware corporation, increase its authorized shares of common stock (the "Share Increase") and change its name and (ii) Merger Sub will be merged with and into Horizon Kinetics, with Horizon Kinetics being the surviving entity (collectively, the "Merger"). The First Amendment revises the Merger Agreement to, among other things, replace the Share Increase with a 1-for-20 reverse stock split as part of the conversion to a Delaware corporation (the "Reverse Stock Split") and make a proportional adjustment to the shares to be issued as merger consideration to the members of Horizon Kinetics (the "Merger Consideration"). The primary purpose of the Reverse Stock Split is (i) to raise the per share trading price of the Company's common stock (ii) while at the same time making available a sufficient number of shares of common stock for issuance as Merger Consideration, as the number of authorized shares will remain unchanged. The foregoing description of the First Amendment is not a complete description of all of the parties' rights and obligations under the First Amendment and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 2.1 First Amendment to Agreement and Plan of Merger Important Information for Investors and Shareholders Communications in this Current Report on Form 8-K do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the Merger between the Company and Horizon Kinetics, the Company has filed documents with the Securities and Exchange Commission ("SEC"), including a definitive proxy statement dated May 13, 2024 (the "Proxy Statement"). Before making any voting or investment decision, investors and shareholders are urged to read carefully the Proxy Statement and any other relevant documents filed by the Company with the SEC when they become available because they contain important information about the Merger. You may obtain copies of all documents filed with the SEC regarding these transactions, free of charge, at the SEC's website ( www.sec.gov ), by accessing the Company's website at www.slginc.com under the heading "Investor Relations" and from the Company by directing a request to the Company at 720 S. Colorado Blvd., PH N, Denver, CO 80246 Attention: President. The Company and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the Merger. You can find information about the Company's directors and executive officers in the Proxy Statement, including information regarding the participants and a description of their direct and indirect interests, by security holdings or otherwise. You can obtain free copies of these documents from the Company using the contact information above. Cautionary Note Regarding Forward-Looking Statements This current report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

SIGNATURES

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. SCOTT'S LIQUID GOLD-INC. Date: May 15, 2024 By: /s/ David M. Arndt David M. Arndt President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR