Horizon Kinetics Corp. Files 8-K with Multiple Corporate Actions

TL;DR

Horizon Kinetics filed an 8-K detailing asset deals, equity sales, and executive changes effective Aug 1st.

AI Summary

Horizon Kinetics Holding Corp. announced on August 1, 2024, a material definitive agreement and the completion of an acquisition or disposition of assets. The company also reported on unregistered sales of equity securities, material modifications to security holder rights, changes in control, and executive officer changes. Additionally, there were amendments to articles of incorporation or bylaws and a change in fiscal year.

Why It Matters

This 8-K filing indicates significant corporate restructuring and potential strategic shifts for Horizon Kinetics Holding Corp., which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing covers a broad range of significant corporate events including acquisitions, changes in control, and equity sales, which inherently carry medium risk due to their potential impact on the company's structure and financial standing.

Key Players & Entities

• Horizon Kinetics Holding Corp (company) — Registrant
• Scott's Liquid Gold - Inc. (company) — Former Company Name
• SCOTTS LIQUID GOLD INC (company) — Former Company Name

FAQ

Key Financial Figures

• $250 million — s' tangible net assets of approximately $250 million and the value of Horizon Kinetics' oper
• $200 m — Horizon Kinetics' operating business of $200 million, (b) divided by 25. These shares
• $44,641,476, M — ith an aggregate value of approximately $44,641,476, Mr. Bregman was issued shares correspondi
• $44,286,588 — % of shares, with an aggregate value of $44,286,588, and Mr. Doyle was issued shares corres
• $39,573,001 — % of shares, with an aggregate value of $39,573,001, with each such value computed based on
• $21.20 — OTC Pink Market tier of OTC Markets of $21.20 per share on the Closing Date, as adjus
• $1.46 billion — ssets under management of approximately $1.46 billion as of December 31, 2023. Additionally,
• $14.0 million — ssets under management of approximately $14.0 million as of December 31, 2023. He is also a m

Filing Documents

• slgdd-20240801.htm (8-K) — 117KB
• slgdd-ex2_1.htm (EX-2.1) — 49KB
• slgdd-ex2_2.htm (EX-2.2) — 16KB
• slgdd-ex2_3.htm (EX-2.3) — 41KB
• slgdd-ex3_1.htm (EX-3.1) — 46KB
• slgdd-ex3_2.htm (EX-3.2) — 225KB
• slgdd-ex10_1.htm (EX-10.1) — 46KB
• slgdd-ex99_1.htm (EX-99.1) — 820KB
• slgdd-ex99_2.htm (EX-99.2) — 953KB
• slgdd-ex99_3.htm (EX-99.3) — 477KB
• 0000950170-24-092922.txt ( ) — 3104KB
• slgdd-20240801.xsd (EX-101.SCH) — 27KB
• slgdd-20240801_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The description contained under the heading "Indemnification Agreements" in Item 5.02 below is incorporated herein by reference.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The description contained in the Explanatory Note above and in Item 5.02 under the heading "Changes to the Board of Directors" is incorporated herein by reference. The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Form 8-K on December 26, 2023 and the Company's Form 8-K on May 15, 2024, and which is incorporated herein by reference.

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The description contained under the heading "Merger" in the Explanatory Note above is incorporated herein by reference. The issuance of shares of common stock of the Company to the members of Horizon Kinetics in connection with the Merger was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, as it involved a private placement to accredited investors.

03 Material Modification of Rights of Security Holders

Item 3.03 Material Modification of Rights of Security Holders. The description contained under the heading "Conversion, Name Change and Reverse Split" in the Explanatory Note above is incorporated herein by reference. Certain rights of Scott's shareholders were changed as a result of the Reincorporation, as described in Scott's Definitive Proxy Statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission on May 13, 2024, under the section entitled "Proposal 2 – Approval of the Reincorporation of the Company from the State of Colorado to the State of Delaware and Name Change," which description is incorporated in its entirety herein by reference.

01 Change in Control of Registrant

Item 5.01 Change in Control of Registrant. The description contained in the Explanatory Note above is incorporated herein by reference. The Merger resulted in the members of Horizon Kinetics acquiring an aggregate of 17,984,253 shares of the Company's common stock outstanding immediately after the effective time of the Merger. Using the definition of beneficial ownership in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, directors Murray Stahl, Steven Bregman and Peter Doyle are deemed to own 49.8%, 49.8%, and 53.2%, respectively, and Horizon Common Inc. and John Meditz are deemed to own 44.1% and 45.5%, respectively, immediately after the Merger. Because SEC rules require these percentages to include shares held by one or more entities over which these directors are deemed to share investment and voting control, they do not add up to 100%. Further information on the form of beneficial ownership of such individuals and entity can be found in the footnotes to the "Pre-Merger Beneficial Ownership Table" on 3 page 80 of Scott's Definitive Proxy Statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission on May 13, 2024, which are incorporated herein by reference. Pursuant to the Merger Agreement, Horizon Kinetics had the right to appoint six of seven directors to the Board (as defined below), and the directors specified below were appointed in accordance with this agreement.

02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Changes to the Board of Directors Effective on the Closing Date, and in accordance with the Merger Agreement, the Board of Directors of the Company (the "Board") was expanded to encompass seven seats, R. Rimmy Malhotra and John McAnnar each resigned as directors, and Murray Stahl, Steven Bregman, Peter Doyle, Alice C. Brennan, Allison Nagelberg, and Brent D. Rosenthal were newly appointed to the Board. Existing director Daniel J. Roller remains on the Board. In addition, the Board appointed Murray Stahl as Chairman and is expected to make committee appointments shortly. As described under the heading "Merger" in the Explanatory Note above and in Item 5.01 (with each such description incorporated herein by reference), in connection with the Merger, the members of Horizon Kinetics received shares of the Company's common stock. Three of such members are newly-appointed directors. Mr. Stahl was issued shares corresponding to approximately 1.3% of the Company's outstanding shares of common stock post-Merger, and has a pro-rata economic interest in an additional 10.0% of shares, with an aggregate value of approximately $44,641,476, Mr. Bregman was issued shares corresponding to approximately 1.3% of the Company's outstanding shares of common stock post-Merger, and has a pro-rata economic interest in an additional 9.9% of shares, with an aggregate value of $44,286,588, and Mr. Doyle was issued shares corresponding to approximately 4.7% of the Company's outstanding shares of common stock post-Merger, and has a pro-rata economic interest in an additional 5.3% of shares, with an aggregate value of $39,573,001, with each such value computed based on the closing price of the common stock on the OTC Pink Market tier of OTC Markets of $21.20 per share on the Closing Date, as adjusted for the reverse split. Non-management directors will receive compensation fo

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The description contained under the heading "Conversion, Name Change and Reverse Split" in the Explanatory Note above is incorporated herein by reference. Certain rights of Scott's shareholders were changed as a result of the Reincorporation, as described in Scott's Definitive Proxy Statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission on May 13, 2024, under the section entitled "Proposal 2 – Approval of the Reincorporation of the Company from the State of Colorado to the State of Delaware and Name Change," which description is incorporated in its entirety herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 2.1 Plan of Conversion 2.2 Certificate of Conversion, as filed with the Secretary of State of Delaware 2.3 3.1 Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware 3.2 Bylaws 10.1 Form of Indemnification Agreement (Directors and Officers) 99.1 Horizon Kinetics Financial Statements for the Years Ended December 31, 2023 and 2022 99.2 Horizon Kinetics Financial Statements for the Quarters Ended March 31, 2024 and 2023 99.3 Unaudited Pro Forma Financial Statements 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 1995. All statements other than statements of historical facts contained herein, including statements regarding the 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, 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 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 m

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View this 8-K filing on SEC EDGAR